Peter Ibbetson (Gary Cooper), a successful bachelor, feels no interest in a charming woman named Agnes (Ida Lupino), but longs for his childhood neighbor, Mary (Ann Harding). When he is commissioned by British royalty to rebuild some stables, he is delighted to find that the spirited Duchess is actually his long-lost beloved. Her quick-tempered husband becomes violent when he discovers their past, but his jealousy is no match for their will to be together even if it is only in a dream world of their creation.