The film begins in 1527 when Henry VIII (Richard Burton) reveals his dissatisfaction with his wife, Catherine of Aragon (Irene Papas). He is currently enjoying a discreet affair with Mary Boleyn, a daughter of Sir Thomas Boleyn who is one of his courtiers; but the King is bored with her too. At a court ball, he notices Mary's 18-year-old sister Anne (Genevieve Bujold), who has just returned from her education in France. She is engaged to Henry Percy, 6th Earl of Northumberland and they have achieved their parents' permission to marry. The King, however, is enraptured with Anne's beauty and orders his Lord Chancellor, Cardinal Wolsey, to break up the engagement.
When news of this decision is carried to Anne, she reacts furiously. She blames the Cardinal and the King for ruining her happiness. When Henry makes a rather clumsy attempt to seduce her, Anne bluntly informs him that she finds him 'spoiled, vengeful and bloody. You make love as you eat with a great deal of noise and no subtlety.'
Henry brings her back to Court with him, whilst she continues to resist his advances out of a mixture of repugnance for Henry and her lingering anger over her broken engagement. However, she becomes intoxicated with the power that the King's love gives her. 'Power is as exciting as love,' she tells her brother George Boleyn, 'and who has more of it than the king?' Using this power, she continually undermines Cardinal Wolsey (Anthony Quayle), who at first sees Anne as just a passing love interest for the King.
When Henry again presses Anne to become his mistress, she repeats that she will never give birth to a child who is illegitimate. Desperate to have a son, Henry suddenly comes up with the idea of marrying Anne in Catherine's place. Anne is stunned, but she agrees. Wolsey begs the King to abandon the idea because of the political consequences of divorcing Catherine. Henry refuses to listen.
When Wolsey fails to persuade th