The impoverished English noblewoman Mary Villiers comes up with a clever plan to transform her family's fortunes forever, but first she must try to convince her troublesome son George to rise to the occasion. She sends her attractive son George to France for education against his wishes. She hopes that this will help him rise to higher levels.

Mary wants to boot out King James' favorite, Sir Somerset; in order for her son George to get the chance to attract the king, she asks for an audience with Queen Anne.

Somerset puts obstacles in George's way, whereupon Mary decides to intervene; but her intervention ends in a debacle: Mary and George become the laughing stock of the court.

King James travels to Scotland, and George and his younger brother Kit are allowed to accompany him. In Edinburgh, however, the King gives George the cold shoulder - to test his loyalty.

England is in trouble because Sir Walter Raleigh has attacked Spanish troops in South America; as a diplomatic newcomer at the English court, George gets caught between the fronts.

The people are dissatisfied with the king and demand war with Spain; James also lacks the money for the queen's funeral: the dead woman has been lying in the palace for weeks.

George travels to Madrid with Prince Charles to ask for the Infanta's hand in marriage; meanwhile in London, Mary succeeds in becoming a close confidante of the now seriously ill King.