In 1925 London, middle-aged, widowed shopkeeper Clarissa Phipps (Pauline Lord) pities genteel, but homeless drunkard Captain Randolph Courtney (Basil Rathbone) and takes him in. When Courtney corrects the lower-class accent and grammar of her son Richard, a germ of an idea is born. Richard benefits from Courtney's tutelage as he grows up.