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In 1630, a group representing the feudal lords of France ask the pope for help in their fight against King Louis XIII's minister, the Cardinal Armand Jean du Plessis, Duc de Richelieu, who has prepared an edict to strip them of their lands. The lords claim that Richelieu is mad with lust for power and fear that the edict will lead to civil war. Before the pope decides what to do, the king signs the edict. Count Baradas, the leader of the group, convinces the queen mother to visit the king at his palace in the Louvre to demand Richelieu's dismissal. After the queen mother and Baradas convince the king that Richelieu took 10,000,000 francs as a bribe from the Duke of Normandy and used the money for his own palace, Richelieu enters through a secret doorway and explains that he took the bribe to build up the king's army so that they could then take over the duke's domain. Richelieu vows that his one ambition is to make France a great power, rather than a conglomeration of petty kingdoms. When asked about his palace, Richelieu says that he plans to give it to the king when the work on it is finished, and he convinces the king of his loyalty. Back at his palace, Richelieu learns that his ward Lenore, who has recently left a nearby convent, has fallen in love with Andre de Pons, whom she has met only once. Realizing that he has just signed a death warrant against Andre, a Huguenot, for conspiring to incite the lords to resist the edict, Richelieu agrees to see him. The king, inspecting Richelieu's palace, meets Lenore, and his interest aroused, demands that Richelieu bring her to court so that she can be married. Richelieu realizes that the marriage will be only an excuse for Lenore to be at the palace so that the lustful Louis can seduce her, and he refuses vehemently. When Andre is arrested, Richelieu convinces him that France must be unified to defeat England, Austria and Spain, who are arming against her, and Andre, unaware that Richelieu is Lenore's guardian, agrees to serve him. Richelieu then demands that Andre get married, and Andre protests that he cannot because he already is in love. Even when Richelieu threatens him with death, Andre refuses to comply. Just then, Lenore enters, and Andre, upon learning her relationship to Richelieu, realizes that Richelieu was testing him. After they marry, the king laments that he would have Richelieu's head if he could rule without him. The group of lords next meet with representatives of England, Austria and Spain and pledge their support against Louis. In compliance with the demand of the representatives that the king's army not be allowed to leave Paris, the lords provoke the people of Paris to insist that the army remain to protect them. As the commander, Le Moyne, will not take the troops to meet the Spanish forces because of an order forbidding him to do so, Richelieu, himself, leads the troops out of Paris, so that Le Moyne can take charge from there. Baradas then convinces Andre, whom the king has had arrested, that Richelieu arranged his marriage as a peace offering to the king and planned Andre's arrest so that the king could have Lenore. Baradas reveals that the queen mother is taking a secret treaty to the Spanish forces, and Andre agrees to assassinate Richelieu. However, he finds Lenore with Richelieu, rather than at the palace, and realizes he has been tricked. After Andre makes Baradas believe that he strangled Richelieu, Richelieu locates the queen mother and seizes the treaty. He takes it to Louis as proof of the conspirators' treachery, but before he can present it at court, the king's troops move to seize him. He then raises a cross and proclaims, as a priest, a circle of sanctuary through which he may approach the king. After he presents the king with the treaty, Richelieu declares that France is now united into a great kingdom with all its power in one absolute ruler, Louis, and that he, Richelieu, is Louis' shadow.