This sterling adaptation of Austen's third published novel, set in early 19th century Portsmouth, England, concerns Fanny Price (O'Connor), an intelligent young woman who is sent to live with her mother's wealthy family. Settling into her new life, Fanny is treated poorly by everyone except her cousin Edmund (Miller). The pair connect immediately, and pretty soon deeper feelings emerge. The arrival of a conniving brother and sister duo cause a commotion, forcing Fanny to decide if she should succumb to her material surroundings, or remain true to her heart.