1642 in Leyden, Holland: Rembrandt van Rijn, a painter and miller's son, experiences the death of his beloved wife Saskia and, during her funeral, finishes her portrait before her face fades for him forever. Later, while working on a painting commissioned by Captain Banning Cocq, Rembrandt depicts the sixteen gentlemen of the civic guard as disfigured. After humiliating them at a public unveiling of the painting, Rembrandt refuses to apologize and loses the portrait commissions that had assured his income. Still racked with grief about Saskia's death, Rembrandt longs for another wife and marries the cold and shrewish Geertje Dirx. Ten years following Saskia's death, Rembrandt has become bankrupt and his house and its furnishing are sold at auction. He then paints a beggar and tells him the Biblical story of David and Saul. Geertje harangues Rembrandt about their poverty, and he learns that Govaert Flinck, an old student of his, is now making a handsome living painting aristocrats. Rembrandt, however, refuses to compromise his art for money.