Separated from her prostitute mother as the woman flees on foot down the filthy mid-19th Century streets of Newcastle from the police, ten year old Millie is taken under the wing of rag lady Aggie Winkovski and her crippled helper, Ben.
Young Millie is a very well-brought up little girl, which Aggie questions and finds out that her mother had been a lady's maid before being forced into prostitution.
Aggie ends up becoming Millie's guardian, protecting her from the local pimp, Boswell, who wants to have pretty Millie as part of his business, and we see Millie grow up to a happy, well educated young woman on Aggie's sparse finances; but is she still safe from the hands of Boswell and his customers?