Lord Groan (Ian Richardson), 76th Earl of the ritualistic walled city-state of Gormenghast, is without a male heir. His shrewish wife, Lady Gertrude (Celia Imrie), gives birth to a son, Titus (Cameron Powrie), who is groomed as the next Earl. Meanwhile, in the hellish underbelly of the crumbling castle, a cleverly ambitious kitchen boy named Steerpike (Jonathan Rhys Meyers) plots his future. When the cruel and gluttonous head cook falls into a drunken stupor following a brawl with the Earl’s butler, Steerpike escapes the kitchens. Steerpike meets and charms Lady Fuchsia (Neve McIntosh), Titus’ bored and spoiled teenaged sister, and uses her to elevate his rank. Apprenticed to the Earl’s physician, Dr. Prunesquallor (John Sessions), Steerpike begins to manipulate the Earl's eccentrically resentful twin sisters, eventually convincing them to set fire to the Earl’s beloved library. The Earl goes mad and dies, paving Steerpike’s path to power. As Titus (Cameron Powrie / Andrew Robertson) reaches adolescence he longs to escape the restrictions of Gormenghast and grows increasingly suspicious of Steerpike. When another mysterious fire kills the influential Master of Ritual, Steerpike ascends to the position. Titus decides to out Steerpike for his treacherous deeds and run him out of Gormenghast for good.