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An impressionable young governess (Jodhi May), the youngest daughter of a poor Hampshire parson, is employed by the Master to take charge of his orphaned nephew and niece. But he makes one stipulation - he must never be contacted about the children at all. The young woman, known as 'Miss' to her charges, finds a friend and ally in the housekeeper, Mrs Grose (Pam Ferris), but soon comes to believe that the orphans are communicating with the ghosts of the previous governess and her lover.