Audley Court is a noble old house owned by Sir Michael Audley. His wife died 17 years ago and he has recently remarried—much to his daughter’s displeasure. Now 18 years old, Alicia had always been the lady of the manor and feels that her father’s wife has usurped her role.

Alicia’s stepmother was formerly known as Lucy Graham. Prior to marrying Sir Michael, she had been a governess working for Mr. and Mrs. Dawson. Little is known of her background, but she charms people with her gentle nature and graceful beauty.

Sir Michael had not loved his first wife but is besotted by Miss Graham. He regrets that he is 56 years old and hopes to win her affections with kindness and care, rather than with his money and status.

When he proposes to Lucy, Sir Michael insisted that she should only accept him if she loves him. Lucy remains quiet before exclaiming that Sir Michael was good and noble but that he should not ask too much of her. She had indeed had a hard life and could not pretend that the advantages of the marriage to Audley were irrelevant to her.

At this moment, “there was an undefined something in her manner which filled the baronet with a vague alarm” (15).