Penelope Wilhern is a young woman from a well-bred and wealthy family with all the qualities to make an excellent match for any other well-bred man of her status.

However, the one thing that sets her apart is her face, which, in fact, resembles that of a pig. This was a curse set on her family generations ago, and the only way to break the curse is for one of her kind to accept her for what she is.

Generations ago, an embittered witch placed a curse on the Wilhern family because their son had impregnated her daughter, one of their servants. The son offered marriage but his family refused and married him off to another. The witch's daughter, overwrought, threw herself off a cliff. The witch cursed the Wilherns in such a way that would result in the next girl born into the clan having the face of a pig. For generations, only sons were born into the family, until five generations later when Penelope (Christina Ricci) was born, stricken with the curse. It is said that the curse can only be lifted if one of her own learns to love her, which is interpreted by her parents to mean a blueblood -- a person from an established noble family.

When a tabloid reporter named Lemon (Peter Dinklage) begins stalking the family to get a photograph of the infant Penelope, her parents, Jessica (Catherine O'Hara) and Franklin (Richard E. Grant) fake their daughters death and then hide their daughter away in their mansion, where Penelope spends her life immersing herself in intellectual pursuits such as literature, horticulture and music. Now an adult, Penelope's parents attempt to introduce her to possible rich suitors, hoping that one of them will fall in love with her and break the curse. Unfortunately, every man who lays eyes on the girl takes flight at first sight, never to return, including Edward Humphrey Vanderman III (Simon Woods), a spoiled, cruel-hearted snob who finds her repulsive.