Ignore the cover. Ladies in Waiting is neither a bodice-ripper nor a gossipy book about girls and pretty clothes. Instead, it's a coming-of-age story of three young women in a particularly treacherous setting: the court of King Charles II. Restoration England roars to life with its bawdy play houses, courtly intrigue and the beginnings of the modern science and medicine. I don't usually read historical fiction, but this one is compulsively readable and kept me up late.

At the heart of Ladies in Waiting are three very different Elizabeths who have been chosen as the new queen's ladies of honor. There's witty, no-nonsense Eliza, a wealthy merchant's daughter who dreams of independence as a playwright. Then there's poor but titled Beth, a victim of circumstance and her crazed mother's ambitions. And then there's Zabby, a free-thinking plantation aristocrat from Barbados, in England to study science. When she saves the king's life, it initiates a dangerous friendship -- and obsession -- with the charismatic monarch. The three women form an unlikely friendship that sustains them through courtly scandals, cross-dressing escapades and love affairs as each struggles to shape her own destiny.

The plot isn't exactly linear, but the book moves at a smart, smooth clip that incorporates all three of the girls' stories without any awkward gaps. King Charles's court is a fascinating setting, but it's the multi-faceted characters who steal the scenes. Most of the book takes place from Zabby's perspective. She's smart, self-aware and ahead of her times, yet convincing as a teenager. The king -- charming, intelligent, unfaithful -- is genuinely magnetic. And even peripheral characters, like King Charles' real-life mistress Barbara Palmer, are fully three dimensional. Beth's syphilis-stricken mother is downright terrifying, although Beth herself is a bit of a doormat.

Parents of younger teens (14 and under) might be uncomfortable with the frank sensuality and unsanitized depiction of the time period. There's no explicit sex, but the book doesn't shy away from prostitution, Charles' many infidelities, physical desire, syphilis and the relative powerlessness of women. It's not an idealized depiction and ends on a rather unsettling note in keeping with the rest of the book's realism.

Like its main characters, Ladies in Waiting has integrity, and author Laura Sullivan seems to have done her research. After finishing the book, I was intrigued enough to go read up on Restoration England, which is always a sign of a good historical fiction. Although it's not a book I'm likely to re-read -- the ultimate test -- it's head and shoulders above most teen historical fiction fluff.