Love Film 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's. 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.A long time ago, the Wilhern family of royal descent, was cursed by an embittered old witch. One of the Wilhern sons had a romantic relationship with a servant, Clara. The son, love struck, and the father of her soon-to-be-born child, presented his intention to marry her to his family. Laughing at him, they mocked and rejected his decision, marrying him off to another, 'more suitable' match. Clara, overwrought by his actions, threw herself off a cliff. The witch, who was Clara's mother, then cursed the Wilherns: The next girl born into the family would bear the face of a pig. For many generations, only sons were born into the family, to the Wilherns' joy. It wasn't until five generations later, when Penelope Wilhern (Christina Ricci) was born, that the Wilherns would suffer the curse, with a child with a pig-like snout and pair of ears. The curse specified that it could only be lifted if one of Penelope's own kind, a blueblood (presumed to mean a person from an established wealthy family) would accept her for who she was, mirroring the witch's daughter's situation.
When a tabloid reporter named Lemon (Peter Dinklage) begins stalking the family to get a photograph of the infant Penelope (losing his right eye when he was discovered by her mother in a cupboard) her parents, Jessica (Catherine O'Hara) and Franklin Wilhern (Richard E. Grant), cloister their daughter away in their mansion, and proceeded to fake her death, attending the funeral themselves. Penelope spends her life restricted in her home, immersing herself in intellectual pursuits, such as literature, horticulture, and music. For much of the time, she wanted to go out and play, but her mother never allowed that, not even letting her out the front door.
Love Film Now an adult, Penelope's parents and Wanda (Ronni Ancona), a blueblood matchmaker, in an attempt to break the curse, introduce her to a number of possible blueblood suitors. At first, she would spend time with them while behind a one-sided mirror, establishing rapport with them. Unfortunately, everyone took flight as soon as she revealed herself to them, including Edward Humphrey Vanderman III (Simon Woods), a spoiled, cruel-hearted blueblood who found her exceptionally repulsive, going so far as to over exaggerate her features in his own mind.
Edward attempts to report Penelope at a Police Station, where he is ridiculed and imprisoned for possible insanity. A passing reporter notices this, and the next day, publishes an article about his apparent delusions, making him out to be insane. Fearing for his reputation and his position as heir to the Vandermans, Edward teams up with Lemon, still burning over the loss of his eye to Jessica Wilhern, as well as his loss of the 'pig-face' baby story, to find proof of her existence. They go out to find another blueblood that could get into the house for a picture, seeing as Edward is too repulsed by her to go back. They take Max Campion (James McAvoy), an unrepentant and compulsive gambler, who lost his inherited fortune due to his gambling habits. Taking advantage of Max's need for money, Lemon offers him five thousand dollars for him to go and snatch a photograph of Penelope.
After dressing Max in a coat that takes photographs when he raises his arm, Lemon and Edward send him into the house. There, Penelope, seething over her continued failures, has all the suitors in the room at the same time, willing to reveal herself to them all, so as to 'weed out' those who are unsuitable. Max arrives and walks around the room, interested in the library and the items in the room. The photographic machine in his coat begins to malfunction, and he falls to the floor behind a couch, attempting to fix it. Penelope walks out, and all the suitors run away once more. Penelope walks off, angered, until Jessica and Wanda notice, through a surveillance camera they set up in the room, that Max was still there. Penelope quickly learns that Max had not seen her when she walked out, but is intrigued by his aloof and easy-going attitude. He himself shows to be moved by her disarming charm. Before he leaves, she asks if he will come the next day, to which Max agrees.
Over the next few days, Max and Penelope hit it off grandly, with easy talks over chess matches, where Max reveals he used to write songs, to a 'game' where, after Max charged her with guessing what instrument he played, a band is brought in and he takes turns playing on different instruments, much to Penelope's and his entertainment. During one of his chats with her, he offers to bring her outside, stating that she can't stay behind closed doors forever. On one visit, Penelope claims she had guessed which instrument he played, telling him to play the piano that was in the corner of the room. After a few off-tune notes and singing, she appears behind him, holding his hand. As he turns to see her, he is momentarily shocked, and takes a frightened step back. Instead of running away, however, they both simply stare at each other. Max, seemingly accepting of Penelope, begins to reach out to touch her. At that moment, the photograph machine clicks, and he flinches. Penelope misinterprets Max's action to mean that he, too, finds her monstrous. Max immediately leaves and destroys the camera in front of Lemon and Edward, disgusted with them, promptly breaking off the deal. Max returns to the mansion, despite Jessica and Wanda's attempts to lock him out once they saw him with Lemon, whom Jessica recognized from before. Penelope, now in front of him, begs him to marry her, to which Max inexplicably and cryptically replies "I can't.”
Overwhelmed, she decides to flee the protection of her parents' home, and journeys out into the city, wearing a scarf over her snout and ears, naive and ignorant of the world from which she has been sequestered her entire life. Having no money, and seeing that Lemon and Edward are publicly offering a reward to anyone who can produce a photograph of her, she decides to collect on the reward by producing a photo of herself and selling it to Lemon. At the same time, Max quits his compulsive gambling, and begins to seek a new start. After Penelope's photograph release, he went to Lemon, seething, remarking that she was not a money-making tool. Lemon confessed that Penelope herself sent in the picture, to which Max, after the initial shock, smiled. Soon after, he seeks a job in a club where he used to play piano. Claiming that he has begun to appreciate what he used to have, and that he is willing to get it back, Max gains a job as the janitor, but shows that his previously inept and out of tune piano skills are back up to speed, playing an impressive solo which accompanies a montage of Penelope discovering the world outside her home, with a friend she met at a pub Max mentioned, Annie (Reese Witherspoon).
Jessica and Richard Wilhern are averse at Penelope's decision to release a picture of herself. Soon after, they find and chase after her, through the streets. Arriving at the pub, she faints with exhaustion and lack of oxygen due to her scarf. Annie attempts to revive her, and removes her scarf just as Jessica and Richard arrive, and to Jessica's horror. Penelope slips into unconsciousness as Annie finally recognizes her and calls her by her name. She then wakes up, only to find that her existence has finally been made public. Contrary to the Wilherns initial assumptions, Penelope is received with open arms by the people, and quickly becomes an urban phenomenon. No longer having to hide behind a scarf or closed doors, Penelope returns home, now free to move about the city as she wants.
Edward, his reputation restored, ruins it once again by stating that "...that THING should be in a cage," much to the interviewers surprise. His father, seeing the public's fondness for Penelope and embarrassed by his son's vocal cruelty toward her, coerces Edward into proposing to her, so as to mend his public reputation once again. Penelope, practically forced to by Jessica, accepts and the engagement is made public. Max, noticing the news, soon appears in front of Edward, and expresses his strong disagreement with their engagement, remarking that Edward had called her a repugnant beast. Edward challenges him to tell her about it, but retorts that if he does, Penelope would be torn by the news that the only one who was willing to free her was the one who could not even fathom the idea of kissing her without being sick. Enraged, but defeated, Max leaves.
Lemon, now a respected journalist once more, is sitting in his office when a fellow journalist (the one who had written the first article on Edward) asks for his assistance in writing an article about Max Campion, who had been imprisoned due to armed robbery. Disbelieving at first, he goes down to the station, only to be presented to one of the gamblers that was at Max's poker table. After a short amount of exchanges, and a flashback to his first meeting with Max, Lemon realizes that the gambler in front of him was in fact the real Max Campion (Nick Frost). He asked him about his imposter, to which the real Max informs him that his real name is Johnny Martin. Shortly after, Lemon confronts Johnny at the club, who affirms Lemon's investigation that his father wasn't a blueblood at all, but a lowly plumber. Johnny remarks, "Took you long enough." Lemon does not seem fazed by this, however. After asking him about Penelope, Lemon realizes Johnny houses genuine feelings for her. He asks him why he had not then married her, to which Johnny replied that as he was not a blueblood, he could not give her what she wanted, her freedom from the curse. Thus, he couldn't be with her.
During the pre-wedding activities, Lemon presents himself before Jessica and Wanda, and reveals to them everything about Johnny. Afterwards, Jessica and Wanda argue about telling Penelope; Wanda argues that it is possible that the only reason he said he couldn't marry her was because he wasn't a blueblood, and that he had in fact loved her despite her looks. Jessica dismisses this, saying that whether or not this was true did not matter anymore, as Penelope was about to be married to a blueblood, and everyone would be better off by it. Reluctantly, Wanda assents.
As the priest begins to marry Edward and Penelope, Penelope notices Edward's obvious repulsion to her, and quickly looks around the audience, seeing everyone's different expressions. When the priest asks for her answer to the marriage, she replies "No,” to the surprise of many, the relief of Edward, but the utter horror of Jessica. She runs to her room, where she locks herself. Her mother arrives, pleading her to marry him, saying that it was a chance at a better life, and a better future. Penelope, exasperatedly exclaims, "I like myself the way I am!" At that moment, a large distortion occurs, and she is thrown back to the floor, unconscious. Jessica Wilhern soon enters the room, to find Penelope on the floor, her pig snout and ears gone, replaced by normal features. Without realizing it, Penelope had broken the curse herself by finally accepting it, as she was a blueblood herself. Jessica, guilt-stricken, realizes that had she accepted Penelope back when she was a child, the curse would have been broken; the fact that it had not, proved to Jessica that she had not been a proper mother. Both Penelope and Richard comfort her, saying that no one knew, and it wasn't her fault, allowing her to have a fresh start.
Penelope moves on with her life, becoming a horticulturist and teacher, the spectacle of her former appearance forgotten by the public. Subsequently, Wanda tells her about Johnny, his charade, and his possible, genuine feelings for her. On the next Halloween, she learns that her former face is the most popular costume around, from her own students to even a late-night Halloween costume party, to which she attends with Annie; many people are wearing 'Penelope' pig-face masks.
The party is being held in a large complex of rooms, one of which Johnny, who along with the general population, does not know of Penelope's transformation, now lives in. Entering his room with a mask of her former face, under the pretense of using the bathroom, Annie leaves the two alone. Penelope questions why he isn't attending the party, and he answers that he is leaving town for work, and to avoid the temptation of falling into his old gambling habits. They continue to talk until Johnny interrupts her, and asks her to remove her mask. He quickly apologizes and says that all day, he had been running into someone he used to know. She asked him if 'she' was someone important to him, to which he replied that she was, extremely so. After a slight pause, Penelope begins to walk over to his piano, exclaiming "I KNEW it was the piano!" before he grabbed her and kissed her, finally realizing who it was. Immediately after, he apologized again, because he was not a blueblood, so he could not break the curse. Penelope reveals to him that she had already broken the curse, and they go on to having a romantic relationship.
The film ends with Jake, their long-time butler, leaving the service of the house, and shown to be the original witch. While being yelled at by Jessica for leaving, he strips her of her voice, deciding that the world deserved it. Penelope, alongside Johnny, is teaching a horticultural class, and it is shown that the story was a retelling that was being narrated to her class. As the class disperses to gather plant specimens, Johnny and Penelope begin to play on a nearby swing. Lemon, is about to take a picture on a nearby paddle boat, but once he sees how happy the both of them are, he wisely decides to call it even for once, and continues to paddle through the lake.
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