Eight years before the story begins, Anne Elliot (Sally Hawkins) had, at the age of 19, been engaged to a naval officer, Frederick Wentworth (Rupert Penry-Jones). However, her father Sir Walter Elliot (Anthony Head) and family friend Lady Russell (Alice Krige) had persuaded Anne to break off the engagement and give up the man she loved because of his lack of fortune and connections.
As the story opens, however, the Elliot family is in financial difficulties due to the lavish spending of Sir Walter and his eldest daughter Elizabeth (Julia Davis). To save expense, the Elliot family residence, Kellynch Hall in Somersetshire, has to be let out. Suitable tenants are soon found in Admiral Croft (Peter Wight) and his wife (Marion Bailey). Mrs. Croft is the sister of Frederick Wentworth, who has risen to the rank of Captain and become rich while serving in the Royal Navy.
Sir Walter and Elizabeth Elliot depart for their new residence in Bath. Anne stays behind to visit her hypochondriac sister Mary Musgrove (Amanda Hale) who is married to Charles Musgrove (Sam Hazeldine), and living in the nearby estate Uppercross. Anne soon meets Wentworth again when he comes to visit his sister. Staying with the Musgroves, Anne meets Wentworth several times and has to witness what she perceives to be his attentions towards Charles Musgrove's two young and lively unmarried sisters, especially Louisa (Jennifer Higham). Anne is convinced that he will never forgive her, let alone love her again.
Eventually Anne goes to Bath, and becomes subject to the attentions of Mr. Elliot (Tobias Menzies), a distant cousin who will inherit her father's wealth and title. Mr. Elliot proposes to Anne, who, though still very much in love with Wentworth, does not immediately decline Mr. Elliot's offer. Admiral Croft, having heard a rumour of Mr. Elliot's proposal to Anne, sends Wentworth to ask Anne if she and her new husband require them to quit Kellynch Hall. Anne informs Wentworth that Admiral Croft has been very much misinformed, but in the medley of new arrivals, Wentworth leaves and Anne runs to find him. On her way, her good friend Harriet (Maisie Dimbleby) reliably informs her that Mr. Elliot is currently also courting Mrs. Clay (Mary Stockley), whom it seemed Anne's father might marry. Harriet tells Anne that Mr. Elliot desires the baronetcy above all else, and although his admiration for Anne appears genuine, once married to Anne he plans to establish Mrs. Clay as his mistress. This would prevent Mrs. Clay's marriage to Anne's father, thereby preventing the potential birth of a male heir to Sir Walter which would cut off Mr. Elliot's inheritance rights. Wentworth declares his undying love for Anne and proposes to her in a letter.
After some frenzied running, Anne runs into Wentworth in the street while he is talking to Charles Musgrove. There, she accepts Wentworth's proposal and, when he asks her whether she is sure, she says she has never been more determined in her life. The movie skips to Anne and Wentworth in a carriage, Anne blindfolded. Once her blindfold is removed, Anne finds herself standing in front of Kellynch Hall, Wentworth's wedding present to her. The film ends with Wentworth and Anne on the lawn of their new home, dancing together.
What does Harry tell Ann about what Mr Elliot desires ?
Harriet tells Anne that Mr. Elliot desires the baronetcy above all else