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The painter Burne-Jones and his famed painting "The Beggar Maid" are depicted in this speculative drama about the creation of the painting. Burne-Jones plays matchmaker for a young British nobleman who has fallen in love with a servant girl on his estate. The artist shows that love can thrive between members of different classes by depicting on canvas a picture from Tennyson's poem about the love of King Cophetua for a beggar maid. As he relates the story of the poem in words and through his painting, the young earl sees the application to his own situation.