The court of Henry VIII. As preparations are in train for the King's third wedding to the beautiful but foolish Jane Seymour, crowds gather for the execution of his second wife, Anne Boleyn. As the king's ladies-in-waiting make ready the royal bedchamber, they fall to gossiping, but are disturbed by the King, who takes an interest in the confident and independent Katherine Howard.
Some time later, the King is interrupted as he hunts by the long hoped-for news that Jane has given birth to a son. Returning in haste to the court, his good mood is tempered by the discovery that Jane has died in childbirth. Nevertheless, the King is delighted with his new born son and takes pride in showing him off to the women of the court.
Talk at the court turns to the issue of whether the King will marry again. Henry himself, however, has mixed feelings. But when Katherine Howard sings for him at a banquet in his honour, he begins to reconsider. However, the Archbishop Cranmer suggests a politically beneficial union with the German princess Anne of Cleves. The King is dubious but agrees to despatch a painter to paint her portrait, selecting Thomas Peynell to oversee the painting. Arriving in Germany, Peynell falls in love with Anne, and the two worry what will become of them if Anne is obliged to marry Henry.
Meanwhile, the King still has his eye on Katherine. Despite the pleas of her lover, Thomas Culpeper, Katherine is ambitious, and agrees to the King's request for a secret meeting that night. He declares his love for her, but Katherine tells him that she cannot love a man who already has a wife. The King puts his mind to freeing himself from his obligation to Anne.
Anne arrives from Germany with a plan of her own. On their wedding night, she contrives to make herself appear as unattractive as possible, while feigning ignorance of matters of the bedroom. The King is exasperated, until Anne suggests they play cards. Anne proves to be a shrewd player, and soon the King is losing badly. Finally, in lieu of her debt, Anne extracts from him his agreement to annul the marriage, and to a package of money, property and her lover. The King readily agrees.
Free to marry Katherine, Henry is fearful that the mood of the court is against a fifth marriage. However, he happily allows himself to be persuaded by his advisors that the people demand a queen. He proposes to Katherine and, to the distress of Culpeper, she agrees. The celebrations last several days, and the King is in high spirits. As the royal couple watch a wrestling match, Henry exuberantly challenges one of the contestants. Although he overcomes his opponent, Henry exhausts himself and collapses.
As the King recouperates, Katherine becomes increasingly torn between her duty to the King and her love for Culpeper, She continues to see her lover in private, attracting the suspicion of members of the court. Finally, the King is summoned in to an emergency meeting whereby he is told of the affair. Henry is overcome with grief and Katherine is beheaded.
Years later, the King is old and alone. Receiving a visit from Anne, he confesses his loneliness. Anne suggests a new union, pointing out a nanny in the court, Catherine Parr. Catherine turns out to be the best suited of Henry's six wives - hectoring, but loyal and caring.