Before the Tower of London, with the widowed Queen Elizabeth and the Duchess of York speaking with Lady Anne (who has, in fact, become the villain Richard's wife). The mother and grandmother of the two boy princes are told that Richard will not permit them to visit the young royals. Lord Stanley enters with word that Richard of Gloucester is now King Richard III. He assists the Queen and the Duchess to make plans for escape. Lady Anne realizes that Richard is a villain, but she must be crowned as his new queen.
At the royal palace, King Richard III speaks with Buckingham and tells him that he wants the two princes dead. Buckingham, however, is not completely willing to go along with their execution. Richard summons a discontented gentleman, Tyrell, to murder the two young princes. He also orders that a rumor be started that his wife, Lady Anne, is deathly ill: in fact, he plans to do away with her as well and then marry the daughter of Queen Elizabeth, cementing the legitimacy of his own reign. Buckingham appears and claims his reward of an earldom. Richard refuses, telling his erstwhile ally that he is not in a giving vein today.
Some time thereafter and still at the palace, Tyrell tells Richard III that "the tyrannous and bloody act is done," the two princes have been smothered to death. In a very complex part of his plot, Richard schemes on killing the Earl of Richmond, who is a suitor to the daughter of Queen Elizabeth. News then comes that Richmond is assembling a force to depose Richard and that he has been joined by Buckingham in this cause.
Continuing at the palace, another set of complications arises as news of the young princes' murder reaches their mother and grandmother. Richard III then appears and is denounced by his own mother, the old Duchess of York. But he presses on with his plans and proposes to the widowed Queen Elizabeth that he wed her daughter, arguing that this will allow her future grandsons to become kings after Richard's reign is over. She berates him, but she also plays along with his proposal. Word comes that Richmond is on the seas with an invasion force and that Buckingham is in the field with an army intent upon ridding England of its murdering, tyrant king. Fearing that Lord Stanley will go over to the other side, Richard orders Stanley's son to be taken into custody: should Stanley betray him, Richard will order young George Stanley's execution. More messages arrive from the front: Richmond's invasion force has been scattered by a storm; Buckingham has been captured. Richard is elated by these events and plans to lead his own army against the remaining rebels.
At the home of Lord Stanley, the nobleman speaks with one of Richmond's representatives, asking that he tell Richmond that he will take the field on Richard's side only because of the threat that Richard has made toward the life of his young son.