John Wilmot, a 17th century poet, is the Earl of Rochester and from the beginning he treats his wife cruelly, drinks to relentless excess, abuses his friendships, and generally wallows in dissipation, much to the dismay of King Charles II. The king hopes that Rochester will write a play glorifying his reign. But Rochester finds his true inspiration when he sees a young actress named Lizzie Barry. Rochester sets out to make her the greatest actress of their time--and she, with some reluctance, submits to his teaching.