The young Georgiana is contracted in marriage to William Cavendish, Duke of Devonshire, with the expectation that she produces his male heir. Georgiana is quickly disillusioned by her husband, especially when Charlotte, a motherless child, comes to live with them while Georgiana is pregnant. William expects Georgiana to tolerate the child's presence, who turns out to be his own illegitimate offspring. He also suggests that she "practise mothering" on the young girl. When Georgiana gives birth to a girl, William is displeased. In his mind, he has fulfilled his obligations to her as her husband but, by failing to provide him with a legitimate male heir, she has failed in her obligations as his wife.
Georgiana socialises with the young Lady Bess Foster at Bath and kindly invites her to live with them since Bess has nowhere else to go. William has an affair with Bess, causing Georgiana to feel robbed of her only friend and betrayed by Bess. Bess explains to Georgiana that her motive is to regain her three sons (whom her husband has taken from her), so she continues to live with them.
Georgiana starts an affair with Charles Grey. William is outraged when Georgiana suggests that since he has Bess, she should be allowed Charles as a distraction. William rapes Georgiana; a male child is the product. Bess encourages the affair between Georgiana and Charles after the birth of Georgiana's son. Soon, the whole of London society comes to know of Georgiana's affair. William threatens to end Charles's political career and forbid Georgiana from seeing her children again if she does not end the relationship. After initially resisting, Georgiana ends her relationship with Grey but tells William that she is pregnant with Charles' child. She is sent to the countryside where she secretly gives birth to her daughter with Grey, Eliza Courtney, who is given to the Grey family to raise as Charles' niece.
Georgiana finds comfort in Bess's friendship during her time of giving birth to Eliza. Georgiana and William come to terms with one another and, along with Bess, continue their lives together.
The after-credits reveal Georgiana secretly visits her daughter Eliza. Eliza goes on to name her own daughter Georgiana, after her mother. Charles later becomes Prime Minister of the United Kingdom under William IV. Before she dies, Georgiana permits William and Bess to marry.
Keira Knightley as Georgiana Cavendish, Duchess of Devonshire
Ralph Fiennes as William Cavendish, 5th Duke of Devonshire
Hayley Atwell as Lady Elizabeth 'Bess' Foster
Charlotte Rampling as Georgiana Spencer, Countess Spencer, Georgiana's mother
Dominic Cooper as Charles Grey, 2nd Earl Grey
Aidan McArdle as The Right Honourable Richard Brinsley Sheridan
Simon McBurney as The Right Honourable Charles James Fox
Sebastian Applewhite as Sir Augustus Clifford, 1st Baronet
Calvin Dean as Devonshire House Servant
Emily Jewell as Nanny
Richard McCabe as Sir James Hare
Bruce Mackinnon as actor playing Sir Peter Teazle in The School for Scandal
Alistair Petrie as Heaton
Georgia King as actress playing Lady Teazle in The School for Scandal
Camilla Arfwedson as Lady Charlotte