Veronica Franco (played by Catherine McCormack) is a beautiful young woman who falls in love with a nobleman Marco Venier (Rufus Sewell). She can't marry him, though, because she doesn't have enough social status. Veronica's mother (Jacqueline Bisset) gives her another option, to become a courtesan, or prostitute. Because a courtesan must be entertaining to nobles, but she doesn't have to worry about a husband's permission, she can become educated. Veronica learns to read, write poetry, and sword fight.