In 1587 Spain, powerful in the Old World, Master tin the new, it’s King Philip rules by force and fear. But Spanish tyranny is challenged by the free people of a little island: England. Everywhere English traders appear English seamen threaten Spanish supremacy. A woman guides and inspires them. Elizabeth the Queen.

An older man says: "My Lord Leicester. May I not present my friend, Hillary Vane." Lord Leicester says "later". Hillary says to his friend: "Later my Lord, may be too late."

Leicester speaks with the head of the treasury, Burleigh: "We neglect the Queen’s safety. There are plotters abroad." A frantic Cynthia rushes into the room to speak with her grandfather, the treasurer. The pearl dress of the Queen has lost a pearl from the back and Cynthia desperately looks for it. Grandfather hands her the pearl and Cynthia says everybody should come to grandfather first. She leaves. Leicester talks about Sir Francis Drake having just raided Cadiz, Spain. The treasurer says that Philip of Spain has many more ships in his fleet.

A messenger enters the room to tell the two gentlemen that the Queen is entering the throne room. The two men go to the throne room. The messenger, meanwhile, examines some type of document in secret.

In the throne room the Spanish ambassador tells the Queen that she breaks faith with the Spanish. (Queen Elizabeth notes that Philip is her brother-in-law, husband of her late sister Mary.) The ambassador says that English ships have destroyed 7,000 tons of Spanish shipping. Elizabeth says how can she hold back the English ships if the Spanish Inquisition grabs her merchants to be burned alive. The ambassador starts to threaten the Queen, so she abruptly ends the audience. She tells him to go home and be quiet.

Leicester tells the Queen that she has forsaken Drake, but she informs Leicester that her words were agreed to between she and Drake. He demands to know why wasn’t he told of this? He says he both serves and loves her. These men risk more than their lives. If they are caught, it’s death by fire.

A battle rages between the men from a Spanish ship and the men from an English ship. A young man named Michael and his father Richard are taken prisoner and Michael has been wounded. Richard asks his friend, the Spanish captain, if he might not spare his son. The captain says it’s a matter of "sink or swim" for Michael (indicating that the lad should escape).

Richard tells his son to dive into the water and swim to shore. From there he is to make his way to see Don Miguel who will help him. Once he returns to England, he will go to the Queen. Michael doesn’t want to go but his father insists. So Michael jumps ship. He is just in time too, for the Inquisition arrives to take him to be burned. Michael makes it to shore.

A pretty young woman named Elena is awaken by the barking of the dogs. She looks out the window and sees her father has returned. She runs downstairs to greet him. Her father is a Spanish admiral. Elena is to be married in three months.

Father tells Elena that the captain of the English vessel is Richard Ingleby, his best friend from England. And now he has to hand him over to the Inquisition. Richard’s son got away and will probably come to them for help. Elena is not sure they should be helping a "heretic". The dogs bark again. Father rushes out to find an exhausted Michael on his porch.

Cynthia rushes into her grandfather’s room to give him a letter from the Queen and a wish from her that he live a long and healthy life. Burleigh is very pleased, but Cynthia says the Queen boxed her on the ear just for humming a tune – Michael’s tune. Her grandfather moans and Cynthia asks if he is bothered by his gout. No. Richard Ingleby has by captured by the Spanish and is being held by the Inquisition. And there is no word of Michael.

Michael and Elena sing a song together about a Spanish lady who wooed an Englishman. They laugh. Michael says Cynthia is probably married by now, but Elena says no. He sees something burning in the distance and wonders about his father and the Inquisition.

The Admiral tells Michael that his father has been burned. Michael cries. When the Admiral tries to console him, he tells him: "Keep away from me, you Spanish devil!" Elena is shocked at his words for her father. Michael tells her too to keep away from him. They have clothed and fed him, made him their household pet, but they also have burned his father. He runs outside. Father tells daughter to leave Michael alone for awhile.

Burleigh reports to the Queen that Drake captured a famous Spanish treasure ship and has towed it all the way back to Plymouth, England. The value of the treasure is 114,000 pounds, of which the Crown will take 40,000. The Queen ups it to 50,000 and then to 60,000. But Burleigh says that they have to give the money back to King Philip or there surely will be war.

Burleligh brings Michael in. He sailed from Lisbon in a fishing boat single-handed. Elizabeth wants to know what happened to her ship and his father. Burned, says Michael. Elizabeth says she is in grief for Michael’s and loss and her own loss. Elizabeth speaks with Michael alone. She wants to know all about what he learned about Spain. Meanwhile, Leicester informs a guard that Hillary Vane is to be taken, but alive.

Cynthia and Michael await the Queen’s return from a hunting trip. Michael asks Cynthia if the Queen will let him rejoin the fleet. Cynthia says she will not because she likes him. Michael and Cynthia see a man with a gun approaching Elizabeth. Michael runs to subdue the man. The Spanish ambassador and his staff watch intently the capture of the would-be assassin, who turns out to be an older woman. She said she tried to kill Elizabeth because Elizabeth killed the woman’s queen, Queen Mary of Scotland. Elizabeth says the woman is crazed. Since the woman has friends in France, the Queen will send her there. The Queen asks for the arm of Michael and they walk away together.

When Elizabeth returns, Leicester runs to her to say how happy he is to see her. Elizabeth tells him that this is her punishment for having killed Mary for she could have saved her. Others come to say they are glad to see her. The Spanish ambassador also comes. He says the gun was not loaded, but it was natural that she should be concerned.. Michael speaks out against the Spaniard, but Elizabeth tells him to be quiet. But Michael goes on to talk about the Spanish Armada sailing and says then there will be "fire over England". Michael is removed from court.

Vane tries to take a ship to Spain, but the English guard has come for him. He escapes by diving over the side of the ship.

Michael and Burleigh talk. Cynthia comes in to say the Queen wants to see Burleigh now. He goes to see her. She is very cross with Leicester and tells Burleigh that Vane is dead. Killed in resisting arrest, says Leicester. Elizabeth gave specific orders he be taken alive, but "this fool" has chosen to disobey her orders. Leicester says he was afraid for the Queen’s life. The fugitive jumped over the side and the tide swept him away.

Cynthia tells Michael that if the Queen sends him home in disgrace, she will go with him in disgrace. They kiss. He sees the fire in the fireplace and thinks of his father. He says he can’t go home and just be happy with Cynthia. The fire from Lisbon Square drifted right over him and now it is drifting all over England. The Queen comes in slowly and watches the couple.  The Queen makes her presence known and the couple are shocked to see her so close to them. She wants Michael to play the part of Vane, who has died. Cynthia does not want him to risk his life again, but Michael lets her know that he must do it. The couple hug.

Michael swears to Leicester and Burleigh that he will get the names of those plotters against the Queen or he shall never see England again.

The Escurial – King Philip’s Palace near Madrid. The King has been working all morning writing letters and sending dispatches. The admiral comes to talk with him. The King says he is satisfied with the admiral’s report. The Armada will set sail a month from this day as long as the Englishman Vane confirms their hopes.

Michael as Vane comes in. He is nervous when he sees the Spanish King. He looks different with his hair slicked down and sporting a goatee and mustache. Vane has a plan to spirit the Queen out of the palace through a secret passageway.

Vane, the Admiral and Pedro (Elena’s new husband) talk together. Elena comes in and is introduced to Vane. From her shocked expression, it looks like Elena recognizes Michael. Pedro tells Vane that her father was killed two months ago by English pirates. Now she has a strong dislike for English people.

The group has dinner together. After dinner Michael goes out on the veranda to speak with Elena. She tells him that he knows that she must tell her husband who he is. She cannot betray Spain. Michael asks then why did she not say something when they first met. She says she remembered him. She is fond of him, so she kept the secret until she could talk with Michael. But now she must give him up to them. He asks her for a goodbye kiss and kisses her passionately.

Pedro comes around the corner and sees them standing very close together. Elena leaves. Vane says they were just looking at the moonlight. Pedro is none too happy. He goes to speak with his wife. Elena lets slip out that she met Vane before. He wants to know who this man is.

The King of Spain reads off the names of the conspirators: Sir James Tauten, Lord Eddingworth, Sir Humphrey Cooper, Mr. Joseph Madison, Lord Amberly and Mr. Lawrence Gregory. Vane comes in and the King tells him he will leave for England tonight.

Pedro and Eleana still discuss Michael. She says she was just fond of him.

The King gives Vane the letters, but holds one back asking Vane for the name. Vane says that he can’t remember the last one.  It's Mr. Lawrence Gregory. The King has Vane placed under arrest. Pedro is there and wants Vane to escape to prevent his wife from being named to the King. Pedro outlines an escape plan. Vane is taken away, but Pedro calls the Captain of the Guard back to tell him if there is any hint of an escape attempt, Vane is to be shot down. Vane hears what was said and makes a break for it.

Vane kills two of the three guards chasing him. Then two more show up. He escapes them. Now it is five guards who chase him. He locks himself inside a room. He gathers some furniture in front of it and lights it. He leaves the room shouting fire, fire. Then he is alone. Vane slips away on a horse the Admiral innocently had prepared for him. The spy thanks the man for his help.

Pedro tells his wife that Michael is gone. And he is not mad at his wife. She is very relieved it is over. They kiss.

The Armada is spotted and beacon lights are lit to warn of the invasion. Men grab their gear and weapons and head for their assigned posts. The palace is astir with activity.

Elizabeth visits Burleigh. She tells him that she will go to Tillbury to be with her army. She feeds him some soup broth. Cynthia comes in and asks the Queen about Michael. Elizabeth says she has no news but Cynthia must hold on to hope until there is none.

Elizabeth travels to her army. She is at the head of a long column of troops. She goes to the encampment and the men cheer her. She speaks to her men. Michael is in the crowd and tries to get to Elizabeth. Elizabeth tells the guards holding him back to let him through. Michael tells her he has news from Spain. He gives her the names of the traitors. The conspirators are gathered together.

Elizabeth knights Michael. She says: "I raise up and I cast down." She goes to speak with the traitors. She says they plotted to kill her. She lets the men chose to die in battle rather than have their lives forfeit. She puts Michael in charge of the men to fight under him. She tells Michael to prepare seven fire ships (filled with tar and timber), one for him and six for the six traitors.

Close to the Spanish ships the fire ships are lit and sent sailing toward the Spanish ships. Michael jumps off his ship before it hits its mark. He swims over to another English ship and is helped up onto the deck surface.

Church bells ring in London and elsewhere. The Armada is scattered on the four winds. Elizabeth thinks of her military men dead, blind and wounded. Cynthia tells Michael and her father: "Listen to my wedding bells." They smile.

Elizabeth comes out and receives a hearty welcome from her people. To give thanks she offers up a prayer to God.