Beginning with the birth of Queen Victoria, this episode explores the changes brought to Britain by the industrial revolution. By the 1840s, urban migration has created overcrowding and extremes in pollution and poverty. However, British subjects remain loyal to their Queen. Prince Albert, Victoria's husband, becomes a guiding force in the monarchy. Benjamin Disraeli and William Gladstone, political stars with starkly contrasting visions of empire, turn the nation's attention abroad.

In the 1850s, one half of the world's industrial goods are made in Britain, and steamships bring British exports and families to far corners of the globe. In India, the clash of Victorian values and Indian culture explodes in the Great Mutiny and Cawnpore massacre of 1857. Appalled by the bloodshed, Victoria and Albert draft a proclamation to assume direct rule over India. This episode also reveals the devastating effects of The Crimean War, the first major war of Victoria's reign, and the death of Prince Albert.

The Suez Canal is threatened by a holy war in the Sudan, and General Charles Gordon, killed by the rebels, becomes an "imperial martyr." Cecil Rhodes prospects diamond deposits in southern Africa, and asserts British control in the region. However, as Victoria celebrates her Diamond Jubilee, the empire is on the verge of its darkest hours. The Boer War leads to devastating losses and a reassessment of British purpose. Finally, in 1901, the death of Queen Victoria marks the end of an extraordinary era.