Sir Walter Elliot (Corin Redgrave), a spendthrift baronet and a widower, is obliged to cut back on expenses, so he is convinced to rent his ancestral home, Kellynch Hall, to Admiral Croft (John Woodvine) and his wife (Fiona Shaw). Sir Walter's eldest daughter Elizabeth (Phoebe Nicholls), haughty and unmarried, is 29; the second, Anne (Amanda Root), intelligent and amiable, had eight years before being engaged at age 19 to a young Naval officer, Frederick Wentworth (Ciaran Hinds), the brother of Mrs. Croft, but had been persuaded by her trusted friend, Lady Russell (Susan Fleetwood), to break off the engagement due to his lack of fortune.
The breach had produced deep unhappiness in Anne and intense indignation in Wentworth. Anne is now 27 and is starting to feel herself prematurely middle-aged. Captain Wentworth, who has had a successful carrer and become rich, is thrown again into Anne's society by the renting of Kellynch to his relatives, the Crofts; upon his return, he says coldly that Anne "is so altered he would not have known [her] again." His remark cuts Anne to the quick.
Mary (Sophie Thompson), Anne's youngest sister, is married to Charles Musgrove (Simon Russell Beale), the heir of a neighboring landed proprietor. Musgrove has two young sisters, Louisa (Emma Roberts) and Henrietta (Victoria Hamilton). Wentworth is at first attracted to them both, and soon becomes entangled with Louisa, though no explicit declaration passes. There is a crisis when, during a visit of the party to Lyme Regis, Louisa jumps down from the Cobb to Captain Wentworth, falls, and is dangerously injured. Wentworth's partial responsibility for the accident makes him feel an increased obligation to Louisa at the very time that his heart is being drawn back to Anne. Fortunately, during her convalescence and Wentworth's absence, Louisa becomes engaged to Captain Benwick (Bill McCabe), a friend of Wentworth's.
Captain Wentworth goes to Bath where Sir Walter is now established with his two elder daughters and Mrs. Clay (Felicity Dean), an artful woman with matrimonial designs on Sir Walter. But at Bath, Wentworth finds the field occupied by another suitor for Anne's hand, her cousin William Elliot (Samuel West). He is the heir presumptive to the Kellynch estate and who is paying persistent attention to Anne while at the same time carrying on an intrigue with Mrs. Clay, so as to detach her from Sir Walter.
Anne is awakened to the duplicity of Mr. Elliot by an old friend, Mrs Smith (Helen Schlesinger). Discovering that Anne's love for him remains unshaken, Wentworth takes courage to renew his offer of marriage. But his desire to speak his heart is hindered by various impediments...