England, 1244

Handsome Sir Henry, a knight with no estate, is traveling north to visit his older brother when he stops for some rest and relaxation at an inn.

When he awakens the next morning, naked and hung over, he discovers he's being watched by two ladies. One is astonishingly beautiful, the other is not. Being nude, Henry feels at a bit of a disadvantage, but being Henry, he acts as if he meets ladies while in bed and in the buff all the time. Assuming they're "tournament groupies" who've heard of his prowess in battle and between the sheets, he genially asks who they are and what they want.

The unattractive one pertly answers. (Imagine a resolute Leslie Caron.) She is Lady Mathilde and this is her sister, Lady Giselle. They require somebody capable of training and commanding their men-at-arms and are willing to pay accordingly. Her chilly response is like a dash of cold water, but given the interesting presence of the lovely Giselle, Henry asks a few more questions. Mathilde reveals that while she and her sister grew up in France, her mother was English, and her father thought Magna Carta a great idea, as it put limits on the monarch's power. He gave up his French estates to his brother in return for his brother's English lands long before the king of France (recently) made the choice mandatory.

Unfortunately, their beloved father died recently and willed his estate to his daughters. Their garrison commander refused to take orders from a woman and abandoned them, leaving the women vulnerable to their cousin, Sir Roald de Sayres, who is disputing their father's will. They fear that not only will Roald take over their estate, he'll arrange marriages for them that are to his advantage, with no concern for their welfare. The sisters intend to fight for their rights.

What they don't tell Henry is that Roald is on his way to personally take command of Ecclesford Castle and they don't have a lot of time to prepare a defense. What Henry doesn't tell them is that he's already had a run-in with Roald when he tried to rape one of the serving women at the castle where they were both guests. Henry will be quite happy to disrupt the schemes of that greedy little squint.

Henry's also in no particular hurry to get to Scotland to see the brother whose achievements make him feel inadequate, Besides, they're offering a considerable sum of money, and Giselle is one of the most beautiful women he's ever seen. While Mathilde is obviously a bossy shrew, he can avoid her and spend as much time as possible with Giselle.

However, this isn't nearly as easy as he thinks. Mathilde is very much in charge of every aspect of life in the castle. Insecure about her looks, she's compensated by taking on as many responsibilities as she can. It also becomes clear that Giselle has doubts about Mathilde's plan; why must they hire this stranger? Surely they could have promoted one of the soldiers.

Mathilde reminds her that while Roald is a nasty little piece of work and a coward, he's also stubborn and, being a man and related to King Henry's French queen, not without some cause to think the king will side with him. Giselle points out they're related to Eleanor, too. Mathilde retorts that Roald and Eleanor are first cousins. They are second cousins to Eleanor, and their father was out of her favor when he died. Therefore, having as strong an army as they can muster, and with the most impressive man they can find leading them, will go a long way to making Roald reconsider and quite conceivably back down.

Henry begins to appreciate just how much in control of Ecclesford Mathilde is when they arrive. She's like a combination chatelaine, steward and garrison commander all rolled into one. Naturally, this makes her seem less than the ideal of medieval femininity, but Henry likes strong women. They're so much more spirited and passionate.

On the other hand, Giselle is certainly beautiful, although aloof. So aloof, Henry goes out of his way to be charming, which doesn't endear him to Mathilde. Although she wasn't above using Giselle as bait to get Henry there, she definitely doesn't want Henry seducing her sister. Giselle assures her she's not about to fall for a man like Henry, who may be handsome and charming, but also probably a cad who enjoys the chase, then drops the woman as soon as he's won her. In fact, Giselle is far more than just a pretty face. She's given up much of her responsibilities in the castle to Mathilde (and the respect that would go with them) not because she's lazy, but because she saw how important it was to Mathilde.

As relieved as Mathilde is by Giselle's response, she's feeling a bit "stupid" and resolves to ignore Henry except as strictly necessary, but that's not nearly as easy as it sounds.

The soldiers Henry is supposed to train are skeptical and wary of the knight. Famous he may be, but as a Saxon named Cedric puts it, he's too pretty to be any good. They also assume he's won tournaments because he's got good equipment. Henry doesn't disillusion them the first day. Instead, he puts the men through their paces, to see what he's got to work with.

The maidservants, meanwhile, are all in a flutter. He's so handsome! So manly! And he sings! And dances! And my, doesn't he have broad shoulders? Mathilde finds this silliness irritating, and gives them all a good talking-to about how to behave and the weakness of the flesh, etc. Whether or not some of the younger maidservants have been paying attention (or care) remains to be seen.

Mathilde decides to check out the training, to ensure that Henry's capable of training men. She's pleased by what she sees, and tries to ignore the sight of a half-naked Henry demonstrating some moves with a sword. Later, she asks Cedric what the men think, and he admits that Sir Henry might know a thing or two that they can use.

Telling herself she has to confirm this and to, basically, check out her "investment," Mathilde observes another practice. Despite the fact that autumn is a very busy time on the estate, what with trenching and ditching the fields, repairing walls, cleaning privies and spreading manure, fattening animals to be slaughtered, gathering nuts, berries and fruit, threshing, sowing the winter grain, and gathering rushes, Mathilde finds the tgime to wander by another drill sessoin. She happens to be on the wall walk during another. And has to come by another to ask Henry a question about the weapons they'll need to have made. It's becoming clear that Henry's not just managing to teach her men how to fight, he's making them a cohesive unit, inspiring them to their best efforts and making it enjoyable in the process. He has a real talent for leadership, and the men's grudging acceptance is developing into genuine respect and even affection. For instance, he's completely won over Cedric, whom he's made his second-in-command.

Mathilde gives credit where credit is due. Henry's delighted with her praise. It's becoming clear that her wariness has altered into respect, at least. And perhaps something more? He decides to find out -- given that Giselle is one cold fish, quite a contrast to her lively sister.

Although Mathilde tries to keep the discussion to business and politics, she's only human, and when Henry turns on the seductive charm, he's almost irresistible. Mathilde goes further with him than she ever thought she would with a man not at least betrothed to her which, frankly, she wasn't looking forward to. Given her looks, she'd probably wind up married strictly as an alliance between families.

They're interrupted by a serving wench, Prudence. Embarrassed at being caught in such a compromising situation, Mathilde makes an excuse that strikes even herself as lame, then silently vows to be far more careful. In the harsh light of day, she wonders if he thinks he can seduce her and force her to marry him. She does, after all, have a dowry that's not inconsiderable, and he has no land or estate. She vows to be far more careful in the future. She also tries to find out if he's tried something similar with Giselle. To her relief (because she doesn't want her sister seduced by a cad, of course), he hasn't.

Henry realizes that while Gisells may not be warming up to him, she's definitely up to something she doesn't want her sister to know about. Henry wonders if she's got a lover. He contemplates talking to Mathilde, but decides it's not his place to interfere with the sisters, especially if the "secret" is a lover. He believes that Giselle would never betray Mathilde, and vice versa. On the other hand, he's not foolishly certain that couldn't happen, so he decides to try to figure out the mystery.

He also can't help noticing that Mathilde does have a passionate heart in that busy body of hers. And it's a very nice body, too. After she leaves, he's rather sorry he's more or less given his word not to touch her again. Not that he'd ever try to seduce her into marriage, but if she showed up in his bed, he wouldn't tell her to leave.

Henry goes out drinking with Cedric. He asks about the sisters' relationship, and Cedric, thankfully, confirms what Henry believes: they'd never betray each other. Henry gets more than a little drunk himself, and winds up revealing some things about his past. The serving wenches are very friendly and the men wind up staying the night and availing themselves of more than the wine.

Later, when Mathilde finds out where they were and suspects what they did, she's annoyed, but not overly upset. After all, Henry and Cedric are grown men, and she's not their wife or mother. Then Cedric tells her (and Giselle) what he's learned about Sir Henry, who doesn't get along with his brother and who was accused of treachery by his closest friend, something that still bothers him a great deal. Mathilde finds this quite fascinating.

She's also beginning to suspect that Giselle's keeping some secrets, too, and given how sympathetic Giselle was to Cedric's tales about Sir Henry, she fears the worst. One night, when she realizes Giselle isn't in bed, she sets out to find her. Instead, she encounters Henry, who claims he couldn't sleep, saw Giselle skulking about, and tried to follow her. He lost her in the shadows.

Mathilde doesn't buy this for a moment and accuses him of having nefarious designs on both her and her sister. If he's already seduced Giselle, he'll regret it! Henry immediately and forcefully denies that he's done any such thing, or wants to. He might be tempted to seduce her, but not Giselle.

And he thinks that's flattering? Mathilde retorts. If he was to try to seduce her, she'd know it was only to force a marriage because she has money and he doesn't. Henry makes it very clear that he's not at all pleased that she thinks he'd do such a thing. He's an honorable knight. If he's so honorable, Mathilde replies, why was his friend so quick to accuse him of betrayal.

She's hit upon a very sensitive point with Henry. He's furious that she mentions it and basically accuses him again. He tells her what he did and why, and if she thinks he's such a base villain, he'll leave! And then he won't have to endure her checking up on him all the time! Maybe she should just take over anyway! She's more of a man than some of his men!

This last point really hits Mathilde hard, and she fires back. He's just a vain puppy who clearly expects every woman to swoon over him. If they don't, he bolsters his pricked pride by claiming they're unnatural, not that they're clever enough to see through his empty words and promises.

If she's so clever, he retorts, how come she hasn't figured out what's going on with Giselle? Who was she sneaking off to meet? It certainly wasn't him. In fact, if he was going to sneak off to rendezvoux with anyone... He kisses Mathilde passionately, rendering her stunned and speechless and undeniably excited -- although she immediately gets angry, too. Who does he think he is? What's he trying to do? Does she look like a weak, stupid woman?

Beneath her anger and indignation, she's afraid of the passion he inspires, how he can make her forget what's important, like protecting her sister and this castle.

Although her men have come a long way, she's not sure they're ready to meet Roald's men if it came to a fight. Still, they could surely hire somebody else. She offers to release Henry from their bargain. He agrees -- provided he gets to keep all the money. After all, it's her decision to break it, not his. Mathilde refuses. Eventually, it's decided that Henry will stay, with the unspoken agreement that he'll never come near the sisters again.

Later, Henry realizes she's nothing if not invigorating, whereas her sister, who's very much the standard medieval lady, is actually quite boring.

Roald arrives. He's shocked to find that his cousins won't let him into the castle and even worse, that the vain blackguard who humiliated him is helping them.

Mathilde had no notion that Henry has a history with Roald, and she's upset that he didn't tell her. Did he agree to help them for his own ends, as well as the money? Henry admits getting back at Roald was part of his original motivation for helping them. Perhaps he should have mentioned it, but he didn't think it was that important at the time.

Roald seeks a parlay and tells them he's taking this matter to the king. The queen will surely take his side. The women will lose their right to Ecclesford and their "unnatural" independence, and he'll make sure Henry never gets an estate. As his parting shot, he informs Mathilde about Henry's reputation with women. If she or her sister think he'll ever be faithful to a lover or a wife, they're mistaken.

Mathilde has already come to this conclusion, and Henry hasn't exactly been celebate, so this is no news flash to them. Henry, however, is furious and more determined than ever to prevent Roald from getting control of the sisters, and their castle.

Later, Mathilde demands to know what happened between Roald and Henry. Henry tells her, and she believes him. She also has an increased respect for Henry, after he comes to a woman's aid. Nevertheless, she didn't like being blindsided by this information. She also wonders about the woman he helped. Were they friends? Lovers?

The tone of the scene shifts, as Mathilde's attitude toward Henry does. He picks up on it, and he's also sorry for upsetting her, and wants her to understand that he wants to "get" Roald as much as she does. This leads to another intimate encounter, and one that Mathilde finds even more difficult to stop. But she does. This time, though, she doesn't leave in a huff. It's more "I've got to go forget I make love with him."

After this, Henry thinks they've certainly achieved a truce, at least. He's sorry he got carried away, but she's so damned tempting... Still, he realizes it would surely be best to maintain a respectful distance. Just how much a distance is respectful, however, seems subject to alteration.

For her part, Mathilde is confused and uncertain. She knows in her mind that it would probably be better if Henry left, but she convinces herself that they still need him. What she refuses to acknowledge is that she enjoys being the object of a man's interest, and in a sexual way. This is new, and very, very exciting, exhiliarating and flattering. She's finding out how it feels to be treated like an attractive, desirable woman. She finds it more and more difficult to resist the chance to be alone with him.

One of Henry's best friends, Ranulf, arrives. He and Henry's other close friend (Merrick) have heard about Henry's latest "adventure" and are wondering what he's up to, given his feelings regarding the queen and her gifts to her relatives. Henry assures Ranulf he knows what he's doing. Ranulf assumes Giselle is involved, but Henry quickly makes it clear that's not the case. Ranulf then realizes Henry's attracted to the vivacious younger sister. Before Ranulf leaves, he warns Henry that this situation could have dire consequences. Henry tries to laugh off the warning, but between his brother's admonitions and Ranulf's sober caution, Henry's realizing he should have considered the larger ramifications before he agreed to help Mathilde and Giselle.

Henry's also concerned about his growing affection for Mathilde. He's broke and has no land, and he sure people will think he's marrying for money if he asks for Mathilde's hand -- Mathilde included, especially since she doesn't have a great regard for young noblemen in general.

Mathilde, too, believes their relationship has no future. Henry would never seriously consider marrying her; with his looks and skills, he can surely win a richer, more accomplished and more beautiful bride. She tells herself she simply got wrapped up in the excitement of being desired by such a handsome man.

They both independently decide that Henry really, really has to go, yet their next conversation ends in another intimate encounter, falling just short of making love.

Henry sends a message to his brother explaining the reason for his delay. His brother isn't pleased; what the devil is Henry doing helping any relative of Queen Eleanor?

King Henry's French queen has been busily rewarding her relatives with lands and titles, much to the disgust of the English nobility. Mathilde admits they're related to Eleanor, but Roald is much closer to the queen than they are.

The message from Nicholas also reveals something of the brothers' relationship to Mathilde. Henry's got serious sibling envy, something Mathilde can relate to.

Henry isn't about to leave Ecclesford just because his brother tells him to. In fact, this makes him more inclined to stay. He's also discovering a capacity for leadership he never knew he had. The other factor in his decision to stay is the competent, intelligent and lively Mathilde. She's certainly never boring and obviously has a capacity for passion. Mathilde expects Henry to leave, but he informs her that he'll stay until she orders him to go. He's not about to run because of Roald's threats. As for his experiences with women, he can't exactly deny that he's had a varied and active love life, but he's hardly the lascivious lout Roald claims. Mathilde believes she'd like nothing better than to never see Henry again, but they need his skill and leadership more than ever.

Roald does go to the king and although the matter of the possession of Ecclesford is before the court, the king cedes it to Roald as the nearest male heir until the case is decided. The king agrees that Giselle and Mathilde should be subject to their cousin's commands, as the nobles should be subject to him, Magna Carta notwithstanding.

Roald returns with an army and lays siege to Ecclesford. Henry knows they're going to have to fight or be starved out, and makes plans to attack. On the eve of battle, Mathilde cannot stay away from him. He may die the next day, and it's her fault he'd embroiled in this situation. She would rather marry Roald's choice and even give up Ecclesford than see Henry dead. She's discovered the capable, trustworthy, admirable man behind the handsome, charming mask. She loves him.

After that declaration of love, Henry makes one of his own. He loves the vivacious, intelligent, resourceful, resolute Mathilde, and if his death ensures her freedom, he's willing to make that sacrifice. Then, being Henry, he tries to lighten the mood and reassures her that he has no intention of dying, especially now that he knows how Mathilde feels about him. They make love.

After a pitched battle, Roald and his army are defeated. During the fight, Henry learns something more -- the responsibility of command. It's through this "trial by combat" that Henry becomes fully mature as he leads his men to victory.

Alas for Roald, he's underestimated the capability of the garrison of Ecclesford under Henry's command. Yet after he's captured, he still stubbornly refuses to relinquish his right to Ecclesford and to determine Mathilde and Giselle's future.

Henry's brother and his friends appear, with a considerable army of their own. Roald's also underestimated the power and influence of Henry's brother, who is very important in the court of Scotland, and Henry's friend, the lord of Tregellas, as well as his own importance to Queen Eleanor. After word of the outcome of the battle reaches the king, he claims to have been completely misinformed and misled by Roald. Roald's stripped of his English estates and sent home to France in disgrace.

Henry's upset the man's not punished more, but Nicholas and his friends convince him to let it go. Isn't there something more important for him to consider now? Like, oh, say, marriage?

Henry hesitates. Mathilde could do better than a landless knight. Mathilde demands to know if he thinks she's a brazen, wanton woman who gives her favors to just anyone? Of course they must marry and a pox on him if he tries to change his mind after he's saved her life and her sister's and made her fall so much in love with him, she'd rather become a nun and live in a cell for the rest of her life than marry anybody else, even if he were the richest man in Europe. Henry sweeps her into his arms and kisses her passionately, and that's the end of his prevarication.

On the day of Henry's wedding, Nicholas, Merrick and Ranulf express their relief that Henry has managed to find the perfect woman for him. Henry proudly admits that she found him and he's very glad she did.