Not quite two years after the death of her soldier husband, Anna Leonowens (Jodie Foster) is a widow with a young son Louis (Tom Felton) in 1862. In an age where proper women stayed home and relied on husbands and family to care for them Anna bucks tradition and takes on the job of royal tutor to the numerous children and wives of King Mongkut (Chow Yun-Fat), the ruler of Siam. Continuing her defiance of tradition Anna insists on living outside the walls of the palace, refuses to bow to the King, and speaks directly to His Majesty in a way that would mean beheading for one of his subjects. However, the King comes to accept her as a confidant and even an equal in private. There are hints of stronger emotion as well that can never be expressed due to the times. In addition to her teaching duties Anna becomes involved in the tragedy of Tuptim (Bai Ling) and works with the King to forge a relationship with Britain. All the while Siam is under siege by neighboring Burma in a war orchestrated by Britain that forces a climactic evacuation of the court to the hills.