Russian Empress Catherine the Great faces challenges to her throne on all sides, as she meets the forthright and bold Lieutenant Grigory Potemkin.

A victorious Potemkin returns from war to find Catherine preoccupied, leading the two to speak candidly about their pasts and future, while a Cossack stirs discontent among peasants in the countryside.

Catherine and Potemkin experience growing pains in their relationship, as Potemkin's push for expansion puts him at odds with Minister Panin.

Pressure from foreign powers leads to a bitter argument between Catherine and an ailing Potemkin. Catherine works to change the line of succession as her reign draws to an end.