Henry is forced to surrender Boulogne, his great prize, as part of a peace treaty with France. But where, in the past he might have felt anger, his feelings now turn melancholic with the news that King Francis, his long-time friend and sometimes foe, is dying.
There is a slow, quiet and nonetheless inevitable shifting of allegiances as Henry's own health begins to fade. Factions are forming at court as thoughts turn towards a successor. Some see Prince Edward, Henry's son by Jane Seymour as his natural heir while others, notably Bishop Gardner, are determined to restore a Catholic to the throne in the person of Princess Mary.
Under orders of Gardiner, an arrest warrant for Queen Catherine is issued on grounds of heresy. However, when Risley and his men come to arrest the Queen - believing that they are carrying out the King's orders - they are brutally rebuffed by Henry in a complex psychological game that leaves everyone uncertain of his allegiances and beliefs. For his overreaching ambition, Bishop Gardiner is expelled from court.
Hearing that Charles Brandon is very ill, the King summons his old friend to court. It is to be their last encounter: Brandon dies soon after and Henry is greatly shaken; his longest and most loyal ally is now gone. Realizing that his own death is now imminent, Henry retreats more and more into himself. He sees the ghosts of his past wives, then sends Queen Catherine and his beloved daughters Elizabeth and Mary away from Whitehall Palace. Alone, Henry VIII prepares for the end of his magnificent, momentous monarchy.