In 16th century England, Tom Canty, a pauper, is beaten by his father for wasting time reading to the local children, instead of stealing to support the family. In town, Tom picks the pockets of the locals, including a wealthy man. When the man realizes that he has been robbed, he calls out for the guards, forcing Tom to run. Tom eludes the guards by climbing the wall, but finds himself at the feet of King Henry VIII in his royal courtyard. Henry threatens to punish Tom severely, but the Duke of Norfolk implores Henry to show mercy. Henry relents and gives Tom a head start before sending guards after him. Tom runs for his life through the castle and hides in a chimney. Later, Prince Edward, King Henry’s heir, argues with his royal dresser about the costume selection for the masked ball. Displeased, Edward sends everyone away. Then, Tom stumbles into the room through the fireplace and startles Edward. As Tom desperately explains his situation, Edward notices how much they look alike and suggests they switch clothes for the costume ball as a joke. Tom agrees and they change clothes, but Edward is careful to keep the royal seal around his neck that identifies him as the prince. Leaving the room dressed as Tom, Edward fools the Duke, who orders the guards to throw the disguised prince out of the castle. Edward protests as the real Tom looks on, terrified. Outside, Edward is accosted by a group of vagabonds but is saved by expert swordsman, Miles Hendon. Edward proclaims that he is the prince, but Miles thinks the boy is delusional. Meanwhile, inside the castle, Tom tells everyone he is a pauper but no one believes him. At the ball, King Henry thinks Tom is putting on an act and later orders the Duke’s arrest on false charges of high treason. At Miles’s house, Edward continues to proclaim his royal authority; Miles humors him but does not believe a word Edward says. Back at the castle, the ball ends and Tom maintains he is not the prince, leaving King Henry’s doctors to believe that “Edward” has gone mad. The devastated King tells Tom and his closest advisors that, despite current events, “Edward” is still his son and will be king no matter what. As King Henry’s health is deteriorating, he warns his minions to keep the madness a secret or be executed. The next day, Miles brings Edward to Tom’s father, John Canty, who attempts to whip “Tom” for not bringing home any money, but Miles intervenes. A fight ensues, causing Miles to fall out a window and become knocked unconscious. John assumes Miles is dead and runs away with Edward to avoid arrest. Back at the castle, the ailing King Henry informs Tom that he must fill in for him at the Guild Hall Banquet. As Tom leaves, he overhears Henry discussing plans to execute Norfolk. Tom visits the Duke in the Tower of London, thanking him for being so kind and wishing he could save the Duke, but he is powerless. Later, during the banquet, the King’s death is announced and everyone turns to Tom, proclaiming him king. Realizing he now has the power to save the Duke, Tom orders his release. Meanwhile back in Tom’s village, Miles demands to know where Edward has been taken, so a family friend informs him that father and son have gone to join The Ruffler’s gang. In the woods, Edward tells The Ruffler and his gang he is really Prince Edward and that John is a liar and a murderer. After mocking the boy, The Ruffler informs Edward that the king is dead; Edward weeps for his father and is shocked when the gang rejoices. Several members of the gang recount the horrible ways in which they have suffered under King Henry’s reign, including land theft, false imprisonment, spouses executed and physical torture. Edward insists King Henry must not have known and swears to end the injustice once he returns to the castle. The Ruffler warns Edward that if he does not return to the castle before “the imposter” is crowned, he will lose his title forever. When Edward leaves, John gives chase, but one of The Ruffler's men kills John. In the woods, Miles reunites with Edward. The next morning at the castle, Tom holds court with the Privy Council. He refuses to marry the six-year-old Queen of Scotland in order to prevent a war and avoids making decisions on a number of important political matters. As Tom sends his minions away, Edward’s older sister, Princess Elizabeth, bursts into the room, furious that “Edward” is avoiding his responsibilities. Tom warns her to show respect and Elizabeth laments that “Edward” has changed; his behavior is not worthy of a king. Meanwhile, Edward and Miles ride through the countryside. Miles wants to visit his home, Hendon Hall, so they can rest before continuing. Edward explains that he has not returned home in years because he has been all over Europe fighting wars. At the same time, Miles wants to reclaim his inheritance and his former lover, Edith. Inside Hendon Hall, Miles greets his brother, Hugh, who accuses Miles of being an imposter. Miles is shocked when everyone refuses to acknowledge him, including Edith. Hugh has Miles arrested and thrown in the stocks. When Edward defends Miles, Hugh orders his men to whip the boy, but Miles insists they spare Edward and whip him instead. Obliging, they whip Miles until Edith begs them to stop. As Hugh, Edith and the guards leave, Edward is touched by his friend’s bravery, picks up a stick, and knights him “Sir Miles Hendon.” Later that evening, Edith returns and frees Miles from the stocks. She reveals that everyone believes Miles, but Hugh is a tyrant who forced everyone to deny him. Hugh had reported that Miles died in battle three years before and that is why she married Hugh. Miles forgives her and she gives Miles and Edward two horses as they escape. Edward promises to help Miles regain his inheritance once he is restored as King. Edward vows to bring justice to the poor, dispossessed and persecuted now that he has experienced such traumas personally, making Miles finally believe Edward is really King. The next day at the castle, Tom nervously awaits the coronation. Miles and Edward detain Hugh and Edith, who are on their way to the ceremony. Miles ties up Hugh, switches their clothes, and steals his invitation. Outside the castle, Miles, Lady Edith and Edward try to trick their way into the coronation but are stopped when a guard discovers Hugh. A fight ensues, but Edward makes it inside in time to stop the ceremony by displaying his royal seal. Relieved, Tom happily gives Edward the crown. Now king, Edward appoints Tom the Chief of Governors of Christ Hospital. Miles reclaims his inheritance and marries Edith, while Hugh runs away to America. Later, Princess Elizabeth becomes queen and rules England for the next forty-five years.