During the exile of Charles II, a band of Cavaliers, including Colonel Belvile and Captain Willmore, travel to hot foreign climes during carnival season: one in search of love and the other a good time.
The portrait of a world-famous courtesan, Angellica Bianca, is put on display, announcing her arrival in the town. As other men fight over her, Willmore pulls down her portrait to gaze on as he has no money to buy her. Much to his surprise, Angellica invites him in and, bewitched by his boldness, declares her love and gives herself to him for free.
Hellena, a noble Spanish woman, is determined to experience love before being sent away to a convent. Florinda, her sister, is set upon following her own heart and marrying the English Colonel Belvile, against the wishes of her father (who wants her to marry a rich old man), and her brother Don Pedro (who plans for her to marry his friend Don Antonio). The sisters set off into the carnival in masquerade, where they encounter the Cavaliers. An immediate attraction sparks between Willmore and Hellena, and Florinda arranges to escape with Belvile late at night.
Elsewhere, a wealthy gentleman, Blunt, is charmed into the arms of Lucetta. Believing she is in love with him, he is humiliated to discover she is a thief and a prostitute.
Willmore and Hellena's growing attraction is complicated when Angellica Bianca becomes jealous.
Waiting for Belvile at her garden gate, Florinda finds herself fending off a drunken Willmore. As Don Pedro increases pressure on her to marry Antonio, she flees her home, running headlong into an angry, vengeful Blunt.
Willmore is pursued by Angellica. Goading him with reproaches for his infidelity and arrogance, she points a gun at him…