Days after Anne Boleyn's execution, Henry VIII weds a third time, to shy, demure noblewoman Jane Seymour – a union that he and his advisers pray will result in a male heir; Henry appears to an apparently pleased court, but secretly Thomas Cromwell and Lord Rich worry for their plans for a reformation. Lady Ursula Misseldon arrives at court to wait upon the new queen, and is soon mistress to Sir Francis Bryan. Lady Mary is threatened with death unless she submits to her father's authority and, under guidance from the Spanish ambassador, reluctantly complies. A number of Catholics, once-loyal subjects, rebel in objection to Henry's crusade against Catholicism and the dissolution of the monasteries, shaking Cromwell's new-found confidence, and enraging Henry.

Queen Jane and Lady Mary bring the toddler Lady Elizabeth to court, and Henry reconciles with her at the Christmas holiday. He also makes promises of pardons and redress of grievances to the leaders of the Pilgrimage of Grace, while making plans to bring them to heel for their insurrection, then using a further uprising as an excuse to have Charles Brandon put the leaders to death.