Based upon the famous National Theatre production Shakespeare's story of Richard III is set in a mythical fascist London of the 1930s. Richard seeks to gain the throne from his elder brother, Edward, by any means within his grasp including murder, marriage, and fratricide. But aside from Edward, his other brother (Clarence) and Edward's two young sons also stand between Richard and the crown of England.

Ian McKellen wrote the screenplay while touring the play. Originally he thought it would be a television production, but he soon realized that the large production he envisaged would require the budget of a feature film. Still on tour, he began to consider screen actors he met for roles in the film, including Patrick Stewart, Danny DeVito, and Meryl Streep.

Richard:
[to the Duke of Buckingham] I am not in the giving vein today.

Errors made by characters (possibly deliberate errors by the filmmakers): As Richard finishes his dance with the queen (at the beginning) and they walk off the dance floor, the young prince slips and falls.

Words by Christopher Marlowe
Performed by Stacey Kent and Vile Bodies
Composed by Trevor Jones
Arranged by Colin Good
Published by EMI Music Publishing Ltd.