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Lear, the aged king of a medieval kingdom, decides to step down from his throne and divide his lands and power among his three daughters: Goneril, Regan and Cordelia. The vain and self-deluded Lear questions each of the women about her love for him, beginning with Goneril, the eldest. Goneril, who is married to the Duke of Albany, flatters Lear with profuse declarations of love, as does Regan, who is married to the Duke of Cornwall. Cordelia, Lear's youngest and favorite daughter, refuses to dissemble, however, and tells her father that she loves him exactly as much as a child should love her father. Furious and mistakenly believing that Cordelia does not love him, Lear tells her that "nothing will come from nothing" and disowns her, giving her third of his lands to her sisters. The Earl of Kent, one of Lear's most devoted attendants, tries to dissuade the king from his rash actions, but Lear banishes him. The King of France, who is called France and is one of Cordelia's suitors, proclaims that he loves Cordelia and will marry her without a dowry, but Lear does not offer them his blessing. Instructing Goneril and Regan that he will alternate living with them for a month at a time, and will bring one hundred knights to accompany him, Lear storms away. Goneril and Regan are amazed by Lear's outburst, as he has always favored Cordelia, and assume that he is becoming senile. Meanwhile, the Duke of Gloucester, one of Lear's oldest and most trusted friends, bemoans the king's actions to his two sons, the younger and legitimate Edgar and Edmond, the eldest, who was born out of wedlock. Kent, determined to stay with Lear, cuts his hair and disguises himself as a servant. Traveling to Goneril's palace, Kent presents himself to Lear, who does not recognize him and agrees to keep him on. As time passes, Goneril grows irritated by the boisterousness of Lear's knights and urges her own servants, including Oswald, to slight Lear's men. One afternoon, Lear notices that Oswald and the others are very rude and even refuse to call Goneril for him. Lear's Fool, a jokester who often hides wisdom within riddles, tries to tell Lear that he was ill-advised to give away his crown without assuring that he would be protected, but Lear chases him away. When Goneril appears, Lear reproves her for ignoring him, and in turn she tells him that because his knights are so "debauched and bold," he must reduce their number and make them behave. Despite Albany's attempts to restore calm, Goneril and Lear's argument escalates until Lear curses her vigorously and rides off with his men, intent on living with Regan. Goneril sends a letter to her sister, however, warning her that Lear is coming and advising her not to be at home when he arrives. While Regan then travels to visit Gloucester, Edmond plots against Edgar, whom he hopes to have disinherited. Using a letter that he himself has written, Edmond tricks his father into believing that Edgar has been planning to murder him. While the bereaved Gloucester cries for help, Edmond persuades Edgar that Albany and Cornwall are coming to attack him, and helps him to flee. In the freezing night, Edgar decides that he must uncover the source of the plot against him, and by shredding his clothes and dirtying his face, disguises himself as a "bedlam beggar." After Edmond pretends that Edgar has wounded him while escaping, Gloucester assures him that he, rather than Edgar, will inherit. In the morning, Kent discovers Oswald delivering Goneril's treasonous letters to Regan but when he attempts to capture him, he is apprehended and put into the stocks overnight by Cornwall. Upon his arrival at Gloucester's, Lear is angered to discover that Kent has been punished, but is quieted by Regan, who pretends to be sympathetic when he complains about Goneril's ingratitude. Regan changes tactics, however, telling Lear that because he is so old, he should be guided by his daughters' judgment and return to Goneril's home. When Goneril then arrives, she and Regan inform Lear that he will be welcome to live with them only if he dismisses all of his knights, and in his fury, he vows revenge upon them and drives off in a wagon with the Fool. The carriage breaks due to Lear's recklessness, and soon he and the Fool are staggering through the countryside during a tumultuous rainstorm. As Lear rails against his daughters' cruelty and his own stupidity, Kent finds him and the Fool and ushers them into a barn for shelter. Edgar comes across the hovel and Lear invites him to become one of his hundred knights. Worried about his friend, Gloucester braves the storm to search for him, but when he finds Lear, the king refuses to accept his offer of help. Lear insists on holding a mock trial to accuse his two daughters, and as he tires, hallucinates that they, and the quiet Cordelia, are there. After Lear falls asleep, Kent carries him to a waiting wagon, and Gloucester warns him of rumors that Goneril, Regan and their husbands are plotting to kill Lear, and also tells him that France's army has landed at nearby Dover. After they depart, Gloucester is captured and returned to his home, where Goneril, Regan and Cornwall plan his punishment. When Gloucester asserts that he sent Lear to Dover rather than see their "cruel nails pluck out" the king's eyes, Cornwall picks up a knife and gouges out the old man's eyes. Horrified by what his master has done, one of Cornwall's men fatally stabs him. Outside, Gloucester, who has been told that he was betrayed by Edmond, wanders miserably until he is found by Edgar. The younger man tends to his father, although Gloucester does not recognize Edgar's disguised voice. Meanwhile, Edmond escorts Goneril, who has fallen in love with him, to her home, and there she accuses Albany of being weak for disparaging her treatment of Lear. In the morning, as they approach the shore of Dover, Lear and the Fool wake in their wagon, and Lear slips out without Kent seeing. As Lear runs off, Edgar leads Gloucester to the shore, and Gloucester asks to be taken to a high cliff from which he can commit suicide. Edgar pretends to take Gloucester to a great height, when actually they are only on the beach, and as he prepares to die, the blind man asks the gods to bless Edgar. After Gloucester collapses on the sand, Edgar revives him and, pretending to be yet another person, convinces the old man to abandon his suicidal thoughts and bear his affliction with fortitude. Lear finds them, and recognizing his former king, Gloucester kisses his hand. As the two old men talk about how dishonest people can hide their treachery behind finery, they are approached by France and some of his men, who extend their greetings from Cordelia. Not understanding, Lear attempts to run away but is gently apprehended, cleansed and put to bed. Meanwhile, Edmond, who has become Regan's lover, goes with her to Goneril's, where Albany protests their upcoming battle against France adn his men, who want to return Lear to the throne. Seeing Goneril's jealous looks, Regan questions Edmond about his relationship with her sister, but he maintains that he is innocent. While Albany then pores over his maps, Goneril writes a love letter to Edmond. Regan and Edmond laugh together over the missive, and Regan vows that she will not allow her sister to steal her lover. Soon after, Edgar kills Oswald when he attempts to capture Gloucester for a reward, while Lear awakens and discovers that Cordelia is with him. Shamed by her tenderness, Lear begs for her forgiveness, but Cordelia assures him that she loves him. The forces meet in battle, with France's soldiers being defeated and Lear and Cordelia captured. Lear stands defiant, and promises Cordelia that they will be content in prison as long as they are together. Edmond orders them to be killed, however, and they are led away. As Goneril, Regan and Albany argue over what shall be done next, a shadowy figure, clad in armor, challenges Edmond to a duel. Edmond is quickly vanquished, but before he dies, the knight removes his helmet so that Edmond can see it was Edgar who killed him. Grief-stricken, Regan gives Goneril's love letter to Albany, and the infuriated Goneril throws Regan to the ground, killing her. Goneril then kills herself by striking her head against a rock. Before Edgar or France can intervene, Cordelia is hanged, and a howling Lear carries her body along the beach. Settling on the sand, Lear reminisces about Cordelia's kindness and finally recognizes Kent. As Lear falls backward beside Cordelia's body, Kent stops Edgar from reviving him, insisting that the old man should be allowed to die in peace. With France about to depart, and Kent stating that he must follow his master into death, Edgar is left to rule the kingdom, although he states that none of the young who remain will ever bear as much as those who have gone before them.