King Henry marries for the third time, taking as his queen the demure noblewoman Jane Seymour. A growing number of his subjects protest the king's decision to abandon the Catholic Church.

The uproar over the king's break with the Catholic Church turns into a full-blown rebellion that comes to be known as "The Pilgrimage of Grace." Immobilized by an old jousting injury, Henry sends Charles Brandon to deal with the uprising and focuses his attention on the Lady Ursula Misseldon.

Henry reconciles with his estranged daughters Mary and Elizabeth in time for the Christmas holidays, but betrays and brutally suppresses the rebellion against him after making conciliatory promises to the uprising's leaders.

The leaders of the Pilgrimage of Grace uprising are put to death, but Brandon is disturbed by the cruelty and mercilessness of the suppression; Henry celebrates the birth of a son but his joy is short-lived as Queen Jane dies within days.

Matchmaking begins in earnest as Cromwell schemes to secure the Reformation by marrying Henry to a Protestant wife - but the king's marital reputation precedes him; the condition of Henry's wounded leg turns life-threatening.

War looms with France and Spain aligning against England with backing from Rome, so Henry agrees to a politically fortuitous marriage with Anne of Cleves (Joss Stone), a plain and unsophisticated German aristocrat he has never met.

Henry moves swiftly to annul his loveless marriage to Anne of Cleves, and beds a new mistress, 17-year-old Katherine Howard; Princess Mary falls in love with Duke Philip of Bavaria; Cromwell's fall from favor is sudden and dramatic.