Proud and determined, astride a beautiful white horse, Lady Godiva rides through the medieval streets to protest against the high taxes her husband, Leofric, Earl of Mercia, has levied against the people. Into modern day Oxford where Jemima, an attractive but quirky young school teacher, fierce and independent, sets out to resurrect her dead brother's memory through the Art Factory, the place she has created where kids can forget their troubles and enter the world of their imagination. Where anything is possible. Through a chance encounter, she meets the gorgeous Michael Bartle and is very much taken by his charms until she discovers he is the 'Godiva' man - a notorious play boy who has made his money in the lucrative world of horse breeding and is already involved with the glamorous and famous Veronica. To raise money to keep her precious Art Factory open, Michael convinces her to go on Veronica's TV show to talk about the project and to raise the much needed money to keep it open. She is horribly set up by Veronica and as a result is humiliated on national TV. The final let down comes when Michael, through his own stubborn pride ruins Jemima's chances of having her cause supported personally by Prince William himself. Disappointed and shocked by the way Michael has treated her, she retreats back into her teaching until Veronica turns up and shows her how she can use the publicity to her advantage and get her own back on Michael who has jokingly made a bet that for £100,000, a sum that would assure the Art Factory's future, she wont ride naked through Oxford. The kids from the Art Factory, knowing Jemima's commitment to them, encourage her to be brave and to take up Michael's challenge. Other allies from both her and Michael's world also surprisingly give their support. Jemima rises to the occasion and on May Day morning, traditionally a day of celebration; she takes the ride of her life and continues the Lady Godiva legend by riding naked on a beautiful white horse through the streets of Oxford. In true romantic style, Michael realizing the folly of his ways and how much he loves Jemima and her real values, turns up to declare his love and support for her.