It's the 1660s and the law dictates that women are not allowed to perform on the stage. Accordingly, men play those roles and none is better or more famous than Ned Kynaston (BILLY CRUDUP) who's spent years honing his craft before appearing alongside fellow performer and theater manager Betterton (TOM WILKINSON) doing Shakespeare. Despite the ban on female performers, Ned's young dresser, Maria (CLAIRE DANES), sneaks off at night and pays Samuel Pepys (HUGH BONNEVILLE) to let her perform on an out of the way stage, unbeknownst to anyone in the audience.
Word, however, eventually gets around to Nell Gwynn (ZOË TAPPER), the young mistress to King Charles II (RUPERT EVERETT) who similarly wants to perform on the stage like Maria. She eventually convinces the king to change the longstanding sexist rule, a move that then prohibits men from playing women on the stage. As Maria's star rises, particularly with aristocratic benefactor Sir Charles Sedley (RICHARD GRIFFITHS) guiding her way, Ned's begins to wane. Coupled with his fellow bisexual lover George Villiars, the Duke of Buckingham (BEN CHAPLIN), planning on marrying a woman, Ned's life begins to unravel.
From that point on, he tries to find a way to return to the stage, all while dealing with his professional and personal relationship with Maria.