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The film follows the story of Hamlet from Ophelia's perspective. Young Ophelia and Laertes are taken into Elsinore Castle with their father. Before young Prince Hamlet departure's to University, Ophelia makes a small interference to his farewell party, which surprises Queen Gertrude (Watts), who later includes Ophelia as one of her ladies-in-waiting. Several years later, Prince Hamlet (MacKay) returns to the kingdom after finishing his education, while Claudius starts a secret affair with Queen Gertrude. As she is approaching old age with inept sadness, Gertrude sends Ophelia (Ridley) to see a witch named Matilda (Watts) and hands her a potion to get her youth again and desires 2 ounces of the witch's tonic. After a heated argument between King Hamlet and Queen Gertrude, The King is murdered. With the kingdom in need of a King, Claudius steps in and marries The Queen. Hamlet bends the knee to Claudius, but is not happy about the sudden turn of events. At the same time, Ophelia captures the affections of Hamlet, and they start a relationship. Later, Hamlet confesses his love for Ophelia and they secretly marry and have sex. Hamlet vows to avenge his father's death and that they will leave that place. The kingdom is on the brink of war amidst its own political intrigue and betrayal. King Claudius sets Ophelia up as a trap to see if Hamlet loves her. However, prior to this, Ophelia had found poison in Claudius' coat, and she confesses this all to Hamlet while Claudius watches from afar. Ophelia tells Hamlet that they are being watched, so they pretend to have nothing to do with each other; Hamlet walks away mad. Hamlet puts on a play that upsets King Claudius. Hamlet draws his sword on the king, and the King declares treason. Ophelia's father is killed. King Claudius learns about Hamlet marrying Ophelia and he confronts her and she accuses him of accusing his lover of being a witch and having her killed; along with his only son. The King is enraged and has Ophelia locked in the dungeon. She escapes and acts like she has turned mad, so the queen has mercy upon her. Soldiers and the Queen run after Ophelia, who takes drops of a sleeping drug from the witch to act dead. In her mad performance in front of the court she had instructed Horatio to dig her up once she is buried. He does and she flees. The kingdom thinks she is dead; as the witch had done years before. Ophelia returns to the witch and discovers the witch had helped King Claudius kill King Hamlet; she has a undying love for him and can not deny him what he wants. The Queen sees that Ophelia is alive and cuts her hair; since she is already dead. Ophelia sneaks in to speak with Hamlet before he fights her brother Laertes (Felton) over the death of her father. They both say their goodbyes as Ophelia escapes in a rowing boat while Hamlet faces Laertes. A lengthy battle ensues, and Hamlet and Laertes both die from exhaustion and from the witch's poison. The Queen goes to her son's lifeless body and, out of anger, takes his sword and pushes it into King Claudius's heart, killing him. The Queen later takes the poison and dies as the witch gently holds her body and is saddened. The kingdom is attacked and the members of the court are killed. Ophelia, pregnant with Hamlet's child, runs in exile. Ophelia finally makes it to the nunnery that Hamlet had told her to escape to. She gives birth and raises her daughter in love and peace. She learns to not attempt vengeance and to carry on with her life. The film ends with Ophelia playing in the open fields with her daughter.