Drawing on recent ethnographic research in one single-sex, private primary school, this paper will explore what it meant for the girls in this setting to embody the discourse of the "lady". The paper will propose that classed and gendered discourses of respectability featured strongly in the girls' lives, as they were expected to behave like "proper" upper-middle-class ladies. However, the paper will also suggest that these discourses were being reworked through post-feminist, neo-liberal notions of modern girlhood, meaning that the girls also felt compelled to make themselves as heterofeminine "girly" girls; as sassy, sexy and successful, as well as respectable and upper-middle-class(y) enough. By exploring the clash between these two sets of discourse, the paper will specifically seek to examine the lived embodiment of intersections of class, gender and sexuality and to explore the relevance of Judith Butler's heterosexual matrix for these upper-middle-class girls. (Contains 8 notes.)