The Virgin Queen allowed Bette Davis to reprise the role of Queen Elizabeth. She'd done it before in 1939 with Errol Flynn in The Private Lives Of Elizabeth And Essex. Davis' involvement in this film helped raise it above an ordinary costumer starring Richard Todd and Joan Collins. Todd plays Sir Walter Raleigh, the man who lent his name to the pipe tobacco. He returns to 1581 England after having been honored for his work in the war against the Irish. He has impressed Lord Leicester (William Marshall), who is, as they say, "close to the queen." Leicester likes Raleigh and arranges to have the young man presented at court.





He wants to convince the queen to finance a projected trip to the Americas where he believes he will find much treasure. He wins her over, but perhaps it's too far over because the aged monarch begins acting like a silly schoolgirl whenever Raleigh is in her presence. Chadwick (Jay Robinson), is another confidante of the queen and he takes an immediate dislike to Raleigh. The queen names Raleigh as captain of the guard against Chadwick's recommendations, which causes further animosity between the two men.





Now that Raleigh is living at the castle, he begins casting his roving eye around the area and soon spots Beth Throgmorton (Joan Collins), a lady-in-waiting. Lady Throgmorton is just as attracted to Raleigh but wonders how in the world she can get to him when her rival for his affections is her very own queen. Raleigh then approaches the queen and asks if she will put up the pounds for his expedition, which requires three ships. The queen cuts him down to one ship and says she'll think about it.





Meanwhile, the love affair between Raleigh and Lady Throgmorton has heated up, and they can contain themselves no longer, so they are secretly wed. The queen then decides that Todd can have his boat and takes him to her bedchamber where she dubs him "Sir." Her joy at having made him a peer is soon shattered when she learns of his recent betrothal. Enraged, she has him arrested and dragged to the Tower of London to await execution.





The night before Raleigh is to be executed, the queen makes a trip to his cell and recalls it as the same cell where her own mother spent her last night before being dispatched. Her heart is softened and she realizes Raleigh was not toying with her affections but only trying to butter her up to get the money for his voyage. The queen then frees Raleigh so he and Lady Throgmorton can go across the seas and seek the fortunes which he will bring back for England.





The part of the queen was intended to be secondary to the love story between Todd and Collins, but when Davis joined the cast, the script was rewritten to increase her role. It had been 16 years since she had played Elizabeth the first time and she showed great insight as she became suspicious, greedy, lonesome, and sometimes evil. For the second time, Davis shaved her hairline back to preserve a sense of realism in her portrayal of the monarch.