English explorer Sir Walter Raleigh (Richard Todd) wants to lead a seafaring expedition to the New World. But, in order to finance the trip, Raleigh needs to win over the formidable Queen Elizabeth I (Bette Davis). The adventurer turns on the charm, seducing Elizabeth so that she'll support his mission. The deceptive games are further complicated when Raleigh falls for lady-in-waiting Beth (Joan Collins). The two must hide their love or face the wrath of the virgin queen.