Lear, King of Britain, divides his kingdom into three daughters, Regan (wife of Cornwall) and Goneril (wife of Albany). Regan and Goneril respond to the King's request for love, but Cordelia refuses. Lear banishes her and she leaves to marry the King of France. Kent, the advisor, is banished as well. Edmund, the moronic son of the Earl of Gloucester, intends to disinherit his brother Edgar to inherit Edgar's lands. 

He convinces Gloucester that Edgar is plotting against him and persuades his brother to flee from his father's anger. Edgar disguises himself as a mad beggar, Poor Tom, and is taken into Cornwall's service.

Lear visits Goneril and Regan, followed by a disguised Kent. Kent insults Goneril's servant Oswald, and Lear takes him into his service. Gonerill quarrels with Lear, leaving her castle to go to Regan's. 

Kent is sent ahead, but he quarrels with Oswald and is put in the stocks by Regan. The sisters meet together, and Lear dismisses some of his followers. He leaves the castle in a rage, leaving only his Fool and Kent.

Edward informs Cornwall of his intention to help Lear, and when Gloucester returns, he is accused of being a traitor and thrown out into the wilderness. Edgar encounters his blind father and journeys to Dover, where he finds Lear.

Animosity grows between Albany and Gonerill, who show increasing affection to Edmund. Oswald encounters Gloucester but is killed by Edgar. Gonerill and Regan both run into Edmund after the battle and confess their feelings for him.

A disguised Edgar emerges to combat Edmund when Albany challenges him. When Goneril's husband learns of her betrayal, she poisons Regan and then kills herself. After mortally wounding Edmund, Edgar comes forward. An order is dispatched to stop the execution of Lear and Cordelia, but it comes too late to spare Cordelia. 

Lear drags her inside before succumbing to his broken heart soon after. Albany abdicates, leaving Kent and Edgar to lead the realm; nonetheless, Kent declares that, like his master, he has a journey ahead of him. Edgar considers what is ahead.