When Catherine of Aragon fails to give England a male heir, the Duke of Norfolk and his brother in law, Thomas Boleyn, 1st Earl of Wiltshire, plan to install Thomas' elder daughter Anne in the court of Henry VIII of England with the hope that she will become his mistress and potential mother of his son, thereby furthering their own political ambitions much to the disgust of Thomas' wife and the duke's sister, Lady Elizabeth Boleyn. Although Anne initially refuses because she knows being a mistress can damage her reputation, she finally agrees to please her father and uncle. Anne's younger sister, Mary Boleyn, marries William Carey even though he asked for Anne's hand. Her father thought that Anne could do better than William Carey and thus offered Mary as a substitute.

While visiting the Boleyn estate, Henry is injured in a hunting accident, indirectly caused by Anne and is nursed by her recently married sister, Mary. While in her care, Henry becomes smitten by her and invites her to court. With great reluctance, Mary and her husband agree, knowing full well what will be expected of her. Anne and Mary become ladies-in-waiting to Queen Catherine and Henry sends for Mary to join him in his room. Mary does not resist when William is sent away on an assignment by the king as she finds herself falling in love with Henry.

Rebellious Anne secretly marries the nobleman Henry Percy, who was engaged to Mary Talbot. Anne confides in her brother George. who thinks this is wonderful news and tells Mary about the secret marriage. Fearing that Anne will ruin her reputation by marrying without the king's consent, Mary alerts her father and uncle about the secret elopement. The men confront Anne, who argues that what has been done before God can't be undone and that the marriage has been consummated. Despite this, the marriage is annulled and she is exiled to France in disgrace. Feeling that Mary betrayed her to increase her own fortune, Anne vows revenge.

Despite the scandal, the family's fortunes seem secured when Mary becomes pregnant. However, Elizabeth Boleyn, Countess of Wiltshire and Ormond warns Thomas and Norfolk that the king's favor can be taken away as easily as it is given, but the men ignore her. Thomas Boleyn becomes Earl of Wiltshire, and George Boleyn becomes Viscount Rochford. They receive a number of new grants and estates, so their debts are paid and the king arranges for George to marry Jane Parker.

When Mary nearly suffers a miscarriage, she is confined to bed for the remainder of her pregnancy. Norfolk recalls Anne to England to keep Henry's attention from wandering to another rival, particularly Jane Seymour. Still deeply hurt by Mary's betrayal, Anne embarks on a successful campaign to win Henry over, showing she has grown more mature prior to her exile. By withholding her sexual favors, Anne drives Henry to vow to never again bed his wife or speak to Mary. Anne exacts this promise just after Mary gives birth to the much-anticipated son, making her victory hollow. Shortly afterwards, At Anne's suggestion, Henry sends Mary and her son, dubbed a bastard, back to the country. In a deleted scene, shortly after Mary's return, her husband William Carey dies from the sweating sickness.

The ambitious Anne encourages Henry to break from the Roman Catholic Church when the Pope refuses to annul his marriage to Queen Catherine despite Henry's insistence that her marriage to his older brother was consummated. Henry succumbs to Anne's demands, breaks from the Roman Catholic Church, declares himself the Supreme Head of the Church of England, and gets Thomas Wolsey to annul his marriage to Catherine. The scandal of Anne's brief, secret marriage to Henry Percy threatens her coming marriage to Henry until Mary, the only one Henry will trust, returns to court and lies on Anne's behalf, assuring him her union with Percy was not consummated.

Despite her plan's success, Anne's schemes drive Henry to his breaking point and he rapes her. Hurt and confused by the attack, a now pregnant Anne goes through with the marriage to please her family and becomes the new queen of England. Anne and Mary reach a reconciliation and Mary stays with her sister at court.

Despite the birth of a healthy daughter, Elizabeth, Henry is angry with Anne's failure to deliver a son and legitimate male heir to the throne. Mary remains in court and cares for her niece, Elizabeth. After Anne miscarries a son, she is hysterical and begs her brother George to impregnate her. Disgusted at this suggestion, Mary leaves court and moves to the countryside with William Stafford, whom she had fallen in love with. Anne and George do not sleep together because, he refuses to impregnate Anne and calms her back into reason, his neglected wife Jane Parker witnesses enough of their encounter to become suspicious. She reports what she has seen and Anne and George are both arrested. At the trial, Anne is found unanimously guilty of treason, adultery and incest. Distraught at the news of Anne and George's death sentences, Elizabeth Boleyn blames her husband and brother and vows never to forgive them for what their greed had done to their children.

Mary returns to court to plead for her siblings' lives, but arrives too late to save George, who is executed in front of his father. Mary begs Henry to spare her sister, referring to Anne as part of herself. The king softens and tells her he would never harm part of her. Believing that Henry has spared her sister, she leaves to see Anne right before the scheduled execution. The two sisters embrace and Anne tells Mary she never slept with their brother, and they truly reconcile. Before she leaves, Anne makes Mary promise to take care of Elizabeth if anything should happen to her. Mary watches from the crowd as Anne makes her final speech, waiting for the execution to be cancelled as Henry promised. A letter from Henry is given to Mary, which reveals he has decided not to stop the execution and save Anne. It also tells Mary that she was only spared because of his respect for her and warns her never to come to court again. Horrified, she watches as her sister is beheaded. Mary then fulfills her last promise to Anne and leaves court with the toddler Elizabeth.

The closing captions reveal that Thomas Boleyn, disgraced and alone, died two years after the deaths of Anne and George. The Duke of Norfolk was later imprisoned and his next three generations - son, grandson and great grandson were executed for treason. Henry's breaking from the Roman Catholic Church changed England forever. Mary returned to the country and married William Stafford and lived happily with him and her children away from court for the rest of her life. The captions also reveal that perhaps Henry should not have been concerned about leaving England with a strong heir because, in fact, he did. An heir that would rule England for forty-five years and transform it into one of the most powerful nations in medieval Europe. However, it was not the son he desired, but the strong red haired girl Anne gave him: Elizabeth.