Lucilla's guardian, Oliver Carleton, visits Bath to investigate her new living arrangements. Carleton is a rake – a sexually experienced man who refuses to conform to many of society's guidelines. His biting wit has earned him the label of rudest man in England, but he and Annis soon find mutual enjoyment in lively banter. As Carleton and Annis's friendship develops, they discover deeper feelings for each other. Carleton proposes marriage, but Annis refuses, unwilling to relinquish her independence. Using the excuse that he must find Lucilla a new guardian, Carleton returns to London.