This lavish 17th-century extravaganza proved to be a showy vehicle for Davis. This romantic fantasy, which has little to do with history, begins as the Earl of Essex, played by Erroll Flynn, triumphantly enters London after conquering Cadiz. The public adores Essex, but Queen Elizabeth (Davis), fearful of her lover's growing power, humiliates Essex before the court. Not only has Essex failed to bring her the riches of Spain, Elizabeth announces, but he has allowed the Spanish to sink England's treasure ships. The queen then appoints Sir Walter Raleigh (Vincent Price), Essex's erstwhile rival for power and Elizabeth's favors, to high office, making him Essex's superior.





Essex retires to his country estate, but not before Lady Penelope Gray (Olivia de Havilland), Elizabeth's lady-in-waiting, who loves Essex from afar, advises him that the queen's appetite for power must be curbed. Francis Bacon (Donald Crisp), Essex's powerful friend at court, arranges a conciliatory meeting between the headstrong Essex and his queen. After an angry encounter, it becomes clear to Elizabeth that Essex is interested in marrying her so that he can rule England on equal terms with her. Then, at a cabinet meeting, Essex is goaded by Raleigh, Sir Robert Cecil (Daniell), and Sir Thomas Egerton (Stephenson) into taking on the impossible mission of stamping out the rebellion in Ireland under the leadership of the crafty Tyrone (Hale). Against Elizabeth's wishes, Essex leads a disastrous expedition against Tyrone.

The Irish forces chip away at the English, gradually reducing their numbers. Letters that Essex sends to the queen asking for supplies and reinforcements are intercepted by Cecil and Egerton via the unwitting Lady Penelope. Essex's forces dwindle due to starvation and he is forced to surrender, but he is allowed to leave Ireland with his men. Returning to London, Essex finds that he is still popular, but he is angry that the queen has betrayed him and his men by ignoring their pleas. Essex and his soldiers seize control of the palace, and he announces to an enraged Elizabeth that she is his prisoner. She explains that she never received his pleas for help, but Essex is only interested in power now, insisting that Elizabeth share the throne with him.

Meanwhile, Lady Penelope decides to tell Elizabeth that she tricked into keeping Essex's letters from her. But before she can inform her queen, Cecil frightens her off, saying, "You have a lovely head and neck, milady. It would be pity to separate them." When the sly Elizabeth appears to accept Essex's offer of joint rule, Essex allows his men to be replaced by guards loyal to the queen. Elizabeth then promptly has Essex arrested and taken to the Tower of London. Later, Elizabeth offers Essex the role of consort, but he refuses. In agony, the queen sends Essex to the headsman's block, ending their star-crossed relationship forever.





Much of this picture is visually arresting. The rich color, the ornate sets and costuming, good direction by Michael Curtiz, and Erich Wolfgang Korngold's opulent score, present a feast for the eyes. But the acting is stiff, due to the lack chemistry between the two leads. Reportedly, the battle lines were drawn early on due to Davis' overt hatred of Flynn and his pranks. She had to bend to the Flynn's will in 1938, when she was billed beneath him in The Sisters, but this time around she demanded and got top billing. Davis also demanded that Warners give her Laurence Olivier in the Essex role, but she got Flynn instead. Flynn loathed Davis just as cordially, which resulted in some pretty chilly love scenes.





The escalating animosity between the two stars exploded on the set in the scene in which Essex defies the queen and she slaps him. In the first take, Davis swung her bracelet-laden arm full force into one of Flynn's ears, jarring the actor and leading to a between-takes confrontation. On the next take, however, Davis' hand only breezed by Flynn's face. This was the take used by Curtiz, but Flynn would get his revenge in another scene, when the actor allowed his hand to sail through Davis' Elizabethan dress and land on her "Academy Award behind."





Olivia de Havilland had a thankless role, but she promised executive producer Jack Warner that if he allowed her to play Melanie in Gone With The Wind, for Selznik, she would return to her contract with the studio and not make any demands. The title of this film was long in debate. Warner wanted to shorten the original Maxwell Anderson play title to Elizabeth And Essex, until he learned that a novel by Lytton Strachey had the same title. Flynn, who felt that he was playing second fiddle to Davis, demanded that a title be used in which he would at least take precedence, since he was losing out on billing. He proposed The Knight And The Lady. Davis, of course would not hear of it, and threatened to walk away from the production. Needless to say, the original Anderson title was used.





Davis' acting is solid, although in some scenes it appears as though the Monarch may have suffered from an uncontrollable nervous twitch. This is Davis' tendency to rely too heavily on her stock mannerisms. Davis, 31 at the time, had the task of convincingly portraying a woman more than twice her age. In reality, Queen Elizabeth was 68 when these events occurred. Never afraid to deglamorize herself if appropriate for a role, Davis even went as far as to shave her hairline back to liken herself to the monarch. She would reprise the role of Elizabeth once more, this time closer to the age of the character, in The Virgin Queen (1955).