In eighth-century China, the emperor (Masayuki Mori) mourns the loss of his wife. The opportunistic Yang family offers a distant cousin as a concubine in hopes of gaining influence at court. Captivated by the girl, Princess Yang Kwei Fei (Machiko Kyō), the emperor places family members in the court. But General An Lu Shan desires more power, and leads a popular revolt against the emperor. To buy the protection of his Imperial Guards, the emperor must make a dear sacrifice.