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In 18th century Madrid, painter Francisco Goya y Lucientes and his friend Juanito stand with a crowd to watch a victim of the Inquisition tribunal driven through the street toward her execution. Also in the crowd is the beautiful Duchess of Alba, Maria Teresa de Cayetana, known as the "black sheep" of the royal family. Later as Goya and Juanito relax at an inn, soldiers arrive to question the patrons spontaneously. Goya, who has been absently making a derisive sketch of Maria, who is also at the inn, makes critical remarks to the soldiers, who are about to arrest him, until Maria intervenes on his behalf. As the soldiers depart, a drunken man attacks Goya and the men fight in the street. After Goya is stabbed, Maria offers to have her physician treat him and admits she has long admired the bold honesty of his work. Maria then invites him to a concert at her home the next evening and when someone hands her Goya's sketch of her, she asks him to paint her portrait some day. The following afternoon Goya, on a royal commission to paint frescoes in the Basilica, quarrels with the king's representative, the Maestro, over the purpose of art. Goya insists artists must learn from nature to depict truth, while the Maestro maintains that paintings must be traditional and inspiring. When Goya prepares to leave the incomplete frescoes to attend Maria's concert, Juanito implores him to stay away from her and to court the king's good will. Goya grudgingly agrees, but after working several hours abruptly asks his models to remove their wigs and pretentious ornamentation so that he might capture the essence of them as people. Several days later as Goya completes the frescoes on the Basilica's domed ceiling, Prime Minister Manuel Godoy escorts King Carlos IV, Queen Maria Luisa and their retinue to inspect the work. Goya enthusiastically seeks the royals' response to his work and the queen asks Maria for her opinion. The duchess observes that Goya's depiction of peasants on a great church wall could be construed as insulting, but the painter declares that the common people look to God and the king and queen for guidance. Pleased by this explanation, Carlos appoints Goya court painter. Several days later, Goya accompanies the Maestro to a concert at the palace and is struck by the court's air of detached boredom and complete disconnection with life outside of the palace. After Goya agrees to the queen's request to paint a royal family portrait, Godoy, who secretly wants to overthrow Carlos, privately suggests to Goya that he might further his career by reporting any critical comments made by the royals, but Goya evades commitment. After a few weeks pass, the townspeople gather to take part in an annual festival and Maria decides, against the advice of her former lover, officer Rodrigo Sanchez, and the express orders of the queen, to dress in common clothes and join them in the streets. Sanchez warns her of rumors that anti-government rebels may use the activity of the festival to agitate against Godoy, whom they regard as corrupt and unjust, but Maria ignores his advice. At court, Carlos joins Goya to evaluate his progress on the royal family portrait and is interrupted by Minister of Justice Delgado regarding a pending political case. Goya is dismayed when the king brushes off his minister's concern and insists that he deal with Godoy. Goya pleads with the king to condemn publicly the injustice and corruption associated with Godoy's regime, but Carlos advises Goya not to listen to gossip and keep to his painting. Later, the queen, who is intimately involved with Godoy, meets with the prime minister to question his inaction over reports of the burning of effigies of him and the king by the festival revelers. When Godoy explains that he cannot order the army to attack the crowds because of Maria's presence among them, Maria Luisa is outraged. Out in the city streets, Goya is on his way to an inn and is incensed when he sees Maria. When she greets him, Goya accuses her of hypocrisy and she responds angrily. Moments later, shots ring out as the army arrives to break up the activities, and Goya pulls Maria to safety. She prevents him from confronting the soldiers and they continue to the inn where, after talking and dancing, they acknowledge their mutual attraction. Later, Goya takes Maria to his studio where she confesses that since her husband died, she can only find purpose in scandalizing the hypocritical royal court. When Maria returns to her home that evening, she finds Godoy there accompanied by soldiers. Godoy informs her that he has reduced the punishment for her behavior during the festival to one year in exile and that her seditious private writings would provide material of interest to the Inquisition Court. Upon discovering that Maria has retreated to the country, Goya joins her and remains with her for several weeks. Godoy then visits Maria to recommend that she rejoin the royal family in resisting Napoleon, but she refuses. Godoy implies that he has evidence against Goya for the Inquisition tribunal and Maria agrees to send Goya back to Madrid with Godoy's vow to protect the painter. Playing on Goya's volatile nature and deep jealousy, Maria convinces him that she has resumed her affair with Sanchez and Goya angrily returns to Madrid. The emotionally distraught artist promptly falls ill and after several days, Maria risks arrest to return to tend to him. In a burst of fevered energy, Goya makes numerous scathingly critical sketches of Spanish society, featuring Maria, collected together in a series entitled "The Caprices." When Inquisition soldiers confiscate the series, Maria goes to the royal court to plead for Goya. Meanwhile, the artist is brought before the Inquisition tribunal and questioned about "The Caprices" and a portrait dubbed "The Naked Maja." Goya defends the sketches and refuses to identify Maria as the model for the nude painting, but just as the tribunal is set to pronounce a guilty verdict, they receive a petition for clemency from the royal court and Goya is released. At the palace, Godoy tells Maria of Goya's release but implies it was at his, not the king's, behest. Godoy then reveals his plan to join with the French to overthrow the royal court and asks Maria to accompany him, but she staunchly refuses. Angered by Maria's rejection and the queen's indignation at Goya's release from the tribunal, Godoy orders Maria's death by slow poison. As Maria gradually grows ill, Goya, still resentful and hurt by her betrayal, takes up commissions for the newly arrived French. Disgusted, Juanito breaks with his longtime friend, but before departing reveals the seriousness of Maria's illness. Alarmed, Goya rushes to Maria's home as out in the streets, the people march against the French occupiers. As the army closes in on the protesters, several in the mob attack Godoy. Upon arriving at Maria's, Goya meets Sanchez, who reveals that Maria lied about their involvement to protect the painter. Distressed, Goya rushes to the dying Maria, who forgives him and encourages him to continue painting for Spain.