Lucy (Neve McIntosh) is a simple governess in a wealthy household. When the master of the manor finds an attraction for her and asks her to be his wife, Lucy eagerly casts aside the past to become Lady Audley. Only a few years older than her new stepdaughter, Alicia, the pair get along quite well... until Alicia's cousin and suitor Robert (Steven Mackintosh) returns from overseas. He is instantly bewitched by his new aunt and finds something of the mysterious in her. Bringing with him his good friend George Talboys (Jamie Bamber), who is distraught to learn that his wife has died in his absence and his son gone missing, Robert is concerned that Lucy seems to have a strange aversion to seeing George. And when his friend conveniently goes missing after viewing a portrait of Lady Audley for the first time, Robert begins to suspect that the beautiful new mistress of the manor is more sinister than charming.

Thus unfolds a trail of scandal and intrigue to uncover her past, a past that Lucy would do anything to escape. The production brings us along in a never-ending turn of events that always leave the viewer just one step behind, until at last the plot begins to form in one's mind and draw together into a foreseen climax. As a mystery, it is very good, from the sinister coldness of the manor itself to the flashbacks to things unseen, memories, and hints of indiscretions. However, the largest flaw lies in the plot itself. Robert apparently lusts after his new aunt, even to the point of passionately coming on to her once in the garden. As Lucy herself tells him, "If you cannot have me, you will drag me down with you!" 

And indeed, there is no hero nor heroine, for each character has deeply-set flaws, as if slandering humankind in general. We are asked to either root for a perpetual murderess and manipulator or a crudely-hewn and over-zealous male. The film also includes some violence, a stint in an insane asylum, and sensuality. Lucy and her husband (who outranks her in age by a good thirty years) flirt and kiss in bed. The maid and her boyfriend fool around several times. Robert watches his aunt examine herself in the mirror (half-naked, I might add, although nothing much is seen save her back and a long stretch between her breasts), and Lucy often shows exorbitant amounts of cleavage. (After Robert threatens her, she makes it out to look as though he's assaulted her by disarranging herself and tearing at her clothing.) In short, it's a lovely piece to look at, a sometimes challenging watch, but the climax is flat, the flaws unforgivable, the morality of the characters pathetic, and what's more, the true offender gets away Scott-free in the end.

Don't be deceived by its lovely cover and hints of tantalizing mystery; there is nothing mysterious here save if the book is as poorly characterized.