Conte and Marchese are guests in the inn owned and run by Mirandolina, a pretty and spirited woman with whom everyone falls in love. The two clumsy noblemen awkwardly try to conquer the heart of the charming innkeeper. One of them, the newly rich Conte, offers money and gifts, while the other, the penniless Marchese, extends pretentious offers ofprotection. Another resident at the inn is the Cavaliere de Rippafratta, who is a sworn woman-hater, and "grumpy as a bear." Mirandolina's intelligence and sensitivity are offended by the attitudes and remarks of the Cavalier, and taking revenge, she causes him to fall in love with her. Her success creates all kinds of jealousies among the other guests at the inn. Matters are complicated by the arrival of two actresses, Orensia and DeJanara, who pretend to be well-born ladies. As the situation becomes complicated and difficult because of the extreme emotions of the Cavalier, Mirandolina reveals her game. She states that she is not at all in love with the Cavaliere; her game was only to punish his arrogance and ill manners, and she declares that she will instead -- faithful to her father's dying wish -- marry the loyal Fabrizio, the waiter of the Inn.