Actor Edward "Ned" Kynaston (Billy Crudup) may well be the most desired man in all of London. The Restoration is in full swing, and enthusiastic audiences of aristocrats and commoners pack the theaters that were shuttered during the Puritans' joyless rule. With only men permitted to tread the boards, the greatest ardor is reserved for the actor who is the complete "female stage beauty" -- and indisputably, Ned Kynaston is that actor. Lusted after by women and men alike, Ned commands all the perks of a star; at the same time, he is a dedicated actor who runs lines with his stage dresser Maria (Claire Danes), who quietly adores him. Every night, Ned's death scene as Desdemona in Othello stops the show. But the winds of change are blowing -- and they sound like the rustling of women's skirts. Ironically, it is Maria who ushers in a new era with her pseudonymous portrayal of Desdemona in an after-hours pub production of Othello. After years of men-as-women, Maria is a sensation, a novelty whose time has come. King Charles II (Rupert Everett), prodded by his saucy, stage-struck mistress Nell Gwynn (Zoe Tapper), not only overturns the ban on actresses but also prohibits men from playing female roles. Overnight, Ned's career is ruined as a host of fledgling actresses take on the parts that he once owned body and soul. Ned is headed for a has-been's twilight in tawdry attractions -- that is, until Maria takes it upon herself to make an actor of him again. Finally, the masks fall away to reveal Ned and Maria's true feelings, but not before Ned undergoes a profound inner journey to discover his complete identity.