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17th-century beauty Barbara Worth (Margaret Lockwood) starts her career of crime by stealing her best friend's bridegroom (Griffith Jones). Her next exploit is to recover gambling losses by donning mask and cloak and taking to the roads as a highwayman. The thrill of these ventures proves addictive...especially when she meets a male highwayman (James Mason) who becomes her lover. Together, the two desperados lead a gay secret life, pursued by the local magistrate Sir Ralph Skelton...Barbara's husband. To what further crimes will the wicked Lady Skelton descend?