King Lear is the King of Britain and has decided to step down from the throne and divide his kingdom among his daughters but first he tests them to see how much they love him.The two greedy daughters, Goneril and Regan flatter their father with trite answers but the youngest daughter who is pure and good remains silent because she has no words to describe how much she loves her father.

Lear disowns Cordelia but the King of France, who has been courting Cordelia, says that he still wants to marry her even without her land, and she accompanies him to France without her father's blessing.

Lear's older daughters, Regan and Goneril, begin to show their true colors and Lear realizes the mistake he has made and he begins to go insane. He flees his daughters' houses to wander on a plain during a storm, accompanied by only his jester and Kent, a loyal nobleman in disguise.

Meanwhile, an elderly nobleman named Gloucester is also having family problems. His illegitimate son, Edmund, tricks him into believing that his legitimate son, Edgar, is trying to kill him. Fleeing the manhunt his father has set for him, Edgar disguises himself as a crazy beggar called "Poor Tom" and, like Lear, heads for the plains.

Gloucester is discovered trying to aid Lear, and Regan and her husband Cornwall blind him and leave him to wander the countryside. He ends up being led by his son Edgar who is in disguise as Poor Tom.

In Dover, a French army has landed as part of an invasion led by Cordelia in an effort to save her father.

The English troops reach Dover and the English and the French fight. The English win, and Lear and Cordelia are captured.

In the tragic last scene, Edgar kills Edmund, Gloucester dies; Goneril kills her sister Regan and then kills herself, Edmund's betrayal of Cordelia leads to her needless death; and Lear finally dies of insanity and grief. Albany, Edgar and the elderly Kent are left to take care of the country under a cloud of sorrow and regret.