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In the idyllic countryside, Anne Trulove and Tom Rakewell celebrate their love. Anne's father has found a job for Tom in the city, but Tom longs for an easier path to money. Nick Shadow appears with news that Tom has inherited a fortune from an unknown uncle. They must leave for London and Tom need only pay Shadow for his services after a year and a day. In the wicked city, Shadow introduces Tom to Mother Goose's brothel. Back in the country, Anne fears the worst and decides that she must rescue Tom.
Meanwhile, Tom, in his new London house, is already bored with ordinary pleasures, so Shadow suggests visiting the amazing bearded woman, Baba the Turk. When Anne arrives at Tom's house, she is horrified to find him married to the hideous Baba. When Tom tires of Baba as well, Shadow appears with one last new idea… a machine that turns stones into bread. Anne again appears to save Tom, but this time his house is for sale and his property for auction. The bankrupt Tom has disappeared with Shadow. Baba urges Anne to follow him.
A year and a day from their first meeting, Shadow brings Tom to a graveyard at night. A terrified Tom discovers he must pay not with money but with his soul. But, as Shadow is about to take hold of him, Tom hears Anne's voice in the distance and his past love is reawakened. Shadow, defeated, disappears into the ground. Tom survives, but he is now mad and is shut up in Bedlam. Anne comes there to comfort him, but there is little to be done. Her father arrives and persuades her to leave Tom to his fate.
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