The third season follows the New Burbage production of King Lear.

The cast of Macbeth returns home after a successful run of the production on Broadway, where an old friend of Ellen's (Janet Bailey) tells her to think about moving beyond New Burbage. As Richard tries to cope with being a success, Anna must deal with a group of stranded musicians and Darren is back in town, this time to direct a new musical, East Hastings.

Geoffrey, meanwhile, has cast an aging theatre legend, Charles Kingman (William Hutt) as Lear, despite everyone's fears that the role will kill him. As rehearsals continue, Charles terrorizes Sophie (Sarah Polley), the actress playing Cordelia. Sophie is also involved in the rivalry between the young actors in Lear and the young actors in the musical, whose success soon outshadows the troubled Shakespeare production.

As things spiral out of control, Oliver returns to haunt and help, and Geoffrey seeks therapy from an unlikely source.