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|Richard Todd||Sir Walter Raleigh|
|Bette Davis||Queen Elizabeth I|
|Joan Collins||Beth Throgmorton|
|Herbert Marshall||Lord Leicester (Robert Dudley)|
|Dan O'Herlihy||Lord Derry|
|Robert Douglas||Sir Christopher Hatton|
In 1581, Walter Raleigh (Richard Todd), recently returned from the fighting in Ireland, pressures unwilling tavern patrons into freeing from the mud the stuck carriage of Robert Dudley, Earl of Leicester (Herbert Marshall). When Leicester asks how he can repay the kindness, Raleigh asks for an introduction to Queen Elizabeth I (Bette Davis), to whom Leicester is a trusted adviser. Leicester grants the request.
Elizabeth takes a great liking to Raleigh and his forthright manner, much to the disgust of her current favorite, Christopher Hatton (Robert Douglas). As the court ventures outside, Raleigh graciously drapes his cloak (an expensive item borrowed from a reluctant tailor) over some mud so that the Queen need not soil her shoes. At dinner, Raleigh reveals his dream of sailing to the New World to reap the riches there. Elizabeth decides to make him the captain of her personal guard. He enlists his Irish friend, Lord Derry (Dan O'Herlihy).
Meanwhile, Beth Throgmorton (Joan Collins), one of the Queen's ladies in waiting, very forwardly makes Raleigh's acquaintance. Raleigh's relationship with both ladies is stormy. Beth is jealous of his attentions to Elizabeth, while the Queen is often irritated by his independence and constant talk of the New World. Hatton does his best to inflame her annoyance, but she is too clever to be taken in.
When Hatton informs Elizabeth that an Irishman is a member of her guard, Raleigh is stripped of his captaincy when he protests that his friend is loyal and refuses to dismiss him. Banished from court, Raleigh takes the opportunity to secretly marry Beth. Soon after, however, he is restored to Elizabeth's favor.
Finally, Elizabeth grants Raleigh not the three ships he desires, but one. He enthusiastically sets about making modifications. In private, however, Elizabeth reveals within Beth's hearing that her intentions do not include him actually leaving England. When so informed, Raleigh makes plans to sail to North America without royal permission.
Hatton tells the Queen not only of Raleigh's plot, but also that he is married to Beth. Elizabeth orders the couple's arrest. Raleigh delays those sent to take him into custody so that Derry can try to take Beth into hiding in Ireland, but they are overtaken on the road, and Derry killed. Raleigh and Beth are sentenced to death, but in the end, Elizabeth releases them. They set sail for the New World.