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In early 1800s England, sisters Phoebe (Katharine Hepburn) and Susan Throssel (Fay Bainter) live together on Quality Street. Phoebe holds the affections of Dr. Valentine Brown (Franchot Tone), but when a war begins, Brown forsakes the relationship to ship out. A decade later, Brown returns to find Phoebe less attractive than he remembers, but reluctantly asks her to a ball. When he later calls on her, failing to recognize her dolled up, Phoebe pretends to be her niece to prove she still has it. Wikipedia