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Richard Loncraine takes Shakespeare's classic tale of treachery, Richard III, and transplants it to the 1930s. Ian McKellen is Richard who, as the film opens, begins plotting against his brother Edward, who has just ascended to the throne after a bloody civil war. Richard begins by seducing and wedding Lady Anne (Kristin Scott Thomas), whom he made a widow during the war. With the help of some loyal henchmen, Richard succeeds in murdering his older brother Clarence (Nigel Hawthorne), which so upsets Edward that he dies. Eventually, the crown falls to the young Prince of Wales (Marc Williamson). Richard is assigned to be the young king's protector, but instead, he has the boy and his brother jailed in the Tower of London. Richard seizes control over the country, but his ruthless quest for power eventually makes him powerful enemies, led by Henry Richman (Dominic West), who attempt to stop him.