Adapted from the novel by A. E. W. Mason, a young English man loses his father to the Inquisition but then helps Queen Elizabeth prepare for the attack by the Spanish armada.
In 1587 at the English court Robert Dudley, the Earl of Leicester (Leslie Banks), warns Lord Burleigh (Morton Selten) that there are plots against Queen Elizabeth. His granddaughter Cynthia (Vivien Leigh) interrupts to say a pearl is missing from the Queen’s dress. Burleigh gives her a pearl and sends her off. Leicester mentions Drake’s raid on Cadiz. Burleigh explains that Spain has power and gold enough to build many fleets, but England’s Treasury is empty. They go to the throne room.
Queen Elizabeth (Flora Robson) is greeted by the Spanish ambassador (Henry Oscar), and the Queen speaks for England. The ambassador complains that English pirates destroyed more Spanish shipping. She says she knighted Drake for sailing around the world. She objects to Spain’s Inquisition burning people alive. The ambassador says they may hear their cannons, but she rejects his threat and reprimands him. Leicester leads her out, and she tells him she has been too bold. They fear a Spanish invasion. Leicester complains he is not trusted by her. She laments but is proud that her captains risk death by fire for her.
An English ship at sea attacks a Spanish ship, and the men fight hand-to-hand. Michael Ingolby (Laurence Olivier) defeats some men. His father, Sir Richard Ingoldby (Lyn Harding), meets his old friend Don Miguel (Robert Rendel), who captures them. Michael’s arm is in a sling. Richard asks Miguel to spare the boy, and Miguel says he must sink or swim. Richard tells Michael to swim to shore and go to Miguel’s home. He tells him to return to England and go to the Queen.
Michael dives in the ocean, and Richard is arrested by the Inquisition. Michael makes it to shore. Elena (Tamara Desni) in bed hears a dog barking and runs downstairs to greet her father, Miguel. She refuses to go back to bed. She is going to be married in three months, and Miguel tells her he handed Richard over to the authorities. He tells her his son Michael may come to them for help. Outside exhausted Michael collapses on the porch. Miguel and Elena find him.
Cynthia gives letters to Burleigh and talks about the Queen. He says Richard Ingoldby is being held by the Inquisition, but there is no word about her beloved Michael.
Michael plays guitar and sings to Elena, who sings along while she cooks a potato on a fire, a rare food. She says she is going to be married, and he suspects Cynthia may be married by now. He sees a fire and its smoke in the town.
Miguel notes that Michael’s shoulder is healed. Miguel tells him that his father is dead; he was burned. Michael cries, and Elena comes in. He gets angry at the Spaniards. Michael runs out.
In council Burleigh next to Elizabeth tells how Drake captured ships and treasure. Elizabeth decides to accept 60,000 out of the 112,000. Burleigh says they will return the rest to Spain. Leicester says the armada is being built to invade England. Michael comes in and kneels. Elizabeth asks where his father is, and he says he is lost by fire. She is in grief and walks off with Michael, who complains about Spain. He asks how she can understand the danger. She knows their armada has 132 ships and will carry 20,000 soldiers. She asks if he will serve her, and he asks how. She tells him to change his coat stinking of fish. Cynthia comes in and kisses Michael. Elizabeth sternly gives her orders. Cynthia helps her change shoes, and she removes Elizabeth’s wig. Elizabeth says when she was 18 she was a prisoner in the tower. She asks to see Leicester.
Michael and Cynthia admire each other, and they kiss. Elizabeth comes in and asks where Leicester is. She sends them both off. Leicester kisses the Queen’s hand. He asks for her signature for money for the fleet. She notes he is jealous of Michael.
Hillary Vane (James Mason) wants to travel to Madrid, and Leicester orders a guard to take Vane alive if he tries to leave the country.
Cynthia tells Michael that the Queen likes him. The Queen enters to cheers. Cynthia sees someone with a pistol. Michael leaps over the balcony and gets the gun. Elizabeth sees it is a woman and takes off her hat. The woman complains that her Queen of Scotland was put to death. Elizabeth sees the pistol was not loaded and orders them to let her go. She has Michael escort her to her throne. Leicester is relieved she is not hurt. Elizabeth says she has survived five attempts on her life. Burleigh comes in, followed by ambassadors from France and Spain. Michael says the Spaniards are plotting against her. She asks him for names. He warns there will be fire over England when the armada sails. She dismisses him and apologizes to the ambassador.
At the harbor Vane is arrested and jumps into the ocean.
Burleigh explains to Michael about his dull work for the Queen. They must train new servants. Cynthia comes in and tells Burleigh the Queen wants him. Elizabeth tells Burleigh that Vane is dead. She reprimands Leicester for that. They did not get his papers.
Cynthia tells Michael she will go with him even in disgrace. He kisses her. She says they have a right to be happy. He looks at the fire and remembers his father. Elizabeth comes in and asks how Cynthia will help him. The Queen asks for service, and he offers her his life. She tells him Vane is dead. She asks him to play Vane’s part in Spain. Cynthia is afraid of losing him. Michael kisses the Queen’s hand, embraces Cynthia, and goes out. Elizabeth tells Cynthia to cry there.
Leicester and Burleigh tell Michael they do not have the names. Michael says he will get them or not see England again.
At the Escurial palace King Philip II (Raymond Massey) asks to see the Admiral and says the armada will sail in one month. He asks to see Vane. Michael comes in and kneels. Michael reports the attempt on the Queen’s life. He says she will be easy to attack. Philip discusses others. Michael describes their plot with Lord Amberly. Philip mentions Humphrey Cooper. Philip commits Vane to the Count, and they go out. Philip tells the Admiral he hates the English.
Michael jokes with two courtiers and sees Elena. She comes in with the Admiral. She is introduced to Vane, and they bow to each other. She recognizes Michael but says nothing. He refers to her father Miguel, and her husband says his father-in-law was killed.
Michael hears a Spanish song and sings an English song by Henry VIII. Then he sings a song about a Spanish lady while playing guitar. Later they are drinking, and Michael proposes a toast. A man comes in and says Michael may be leaving soon because the King has decided already. Elena says what she likes in men, and Michael proposes a toast to prudence. They drink to his success against England, and he drinks to England’s salvation. Elena breaks her glass.
Michael and Elena speak alone. He says he is fighting for his own people. He asks why she kept his secret. He kisses her hand, and she says she is fond of him. He asks her to kiss him goodbye, and she does. Don Pedro comes in, and Michael suggests she tell him. She leaves. Her husband asks her why she left her guest. She says she will not see him again. He asks when she saw him before.
Philip is working at his desk and looks over the letters to men in England. Michael comes in, and Philip says he is leaving for England tonight with the letters. Philip instructs him.
Pedro argues with Elena.
Philip says he does not trust him, but he will reward him. He asks him to say who he will meet in England. Michael gives two names but says he forgot the other. Pedro comes in. Philip says the last one is Lawrence Gregory, and he orders Pedro to put him under arrest. They go out, and Pedro takes his sword but lets Michael keep his dagger. Pedro is afraid for his wife and wants Michael to escape. Michael fears he will be shot down, but Pedro says he must risk it. Pedro orders a captain to escort him to the prison, and he orders him to shoot him if he tries to escape. Michael runs off, hides, but is cornered. He takes a sword from a soldier and fights off men one at a time. He runs into a room, locks the door, and starts a fire. He climbs out on the roof and jumps to the ground. Outside a courtier asks if he is leaving and lets him use his horse. Michael mounts and rides off.
Inside Pedro tells Elena not to treat her enemies like human beings because that would mean the end of patriotism, war, and everything.
The armada of ships is at sea. In England they light signal fires to spread the alarm. Soldiers gather.
Elizabeth says goodbye to Burleigh, who advises her not to go to the camp. He kisses her hand, and she feeds him some broth. Cynthia comes in and asks Elizabeth if there is news of the armada.
The Queen leaves the palace and rides a horse through the country ahead of a column of mounted horsemen. They enter the camp, and she is cheered. She tells her people she is there to live or die with them. She has the heart and valor of a king, and she encourages them. Michael struggles to get to her, and she tells them to release him. He kneels and says he has news from Spain.
In a tent Michael shows her a list of names, and Elizabeth orders Gregory to fetch those men. He comes back, and she tells him his place is with them. She asks Leicester for his sword and tells Michael to kneel. She dubs him Sir Michael Ingoldby, and he bows. She goes out, and Michael stands up. Leicester says his greatest joy has been to serve the Queen.
Outside the tent Elizabeth confronts the traitors and suggests they kill her; but they kneel. She calls them sons and asks how they will die. She asks them to choose. They stand up and say, “God save the Queen.” She tells Michael that they will fight under him. She orders them to use ships as torches against the greatest armada ever.
At sea they have torches and light their own ships on fire. Other ships fire cannons. The burning ships move toward the armada. The English jump off the burning ships and swim to other ships. They see the armada is burning and sinking.
In England church bells ring. Leicester kneels before Elizabeth and says the armada is scattered. She speaks of the happy, the blind, and the maimed men. Cynthia tells Burleigh that the bells announce her wedding. Elizabeth tells Leicester he may go and come again. Elizabeth looks in a mirror and says she will have no mirrors in her rooms.
The Queen comes outside and is cheered by the people. She addresses her loving people and asks them to give thanks. They all kneel, and she prays to God.
This swashbuckling drama includes romance but emphasizes English patriotism against a foreign invader. The film helped the English prepared for German attacks in World War II and was also used in the United States for the same purpose.