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Fanny Hill, an innocent country girl, comes to London in 1748 to seek her fortune. Alone and jobless, Fanny is referred to Mrs. Maude Brown, the kind madam of an elite London brothel. Fanny accepts Mrs. Brown's offer to become her companion, unaware that she is to become a prostitute; for awhile Fanny is able to protect her virginity from the countless clients and relatives of Mrs. Brown. At a country outing for officers of the British Navy, Fanny meets Ensign Charles. The two take shelter in a haystack during a rainstorm, and Fanny is finally initiated into the physical act of love. Mrs. Brown refuses to have one of her girls spend time with a poor sailor and arranges to have Charles shipped out to sea, but Fanny mourns the sudden departure of her lover and continues to shun the advances of the other men. In desperation, Mrs. Brown arranges a fake marriage with Cousin Hemingway so that Fanny will finally become an active member of the house, but Charles returns in time to save her from the trap.