After three years, Carolyn Turner, the Viscountess of Wingate, still grieves over the death of her husband. At the urging of her sister, Carolyn re-enters society by joining her sister's book club, the Ladies Literary Society, who read forbidden books. Their latest is "Memoirs of a Mistress." Reading the erotic passages brings back the desire that Carolyn thought was dead. Those passionate feelings fill her head after meeting one of her husband's friends, Daniel, at a masquerade ball.

Daniel, Lord Surbrook, fell in lust with Carolyn before her marriage to his best friend. When he meets her again, he discovers his lustful thoughts have not changed. However, Daniel has no interest in marriage. Society and Carolyn see an idle aristocrat who engages in casual affairs and always continues a friendship after the encounter is over. Daniel has cultivated that image. He does not want it known that he gives second chances to injured and abandoned animals and down-on-their-luck individuals.

Carolyn engages in a passionate affair with Daniel that makes her feel alive. His devilish charms capture her heart and she realizes she wants marriage. Unable to continue without exposing her heart, Carolyn ends the affair, causing Daniel to re-evaluate his life.

Inspired by the Pygmalion story, Ms. D'Alessandro transforms Carolyn from a grieving woman with no interest in life to a vibrant woman who finds she can love again. Daniel ignites Caroline and the result is a life-changing experience for him.