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In Calais, a destitute English woman is caught stealing a bottle of wine and put in jail, where she tells another prisoner, Mary Smith, that she is the once-famous Emma, Lady Hamilton.  In 1786, beautiful young Emma Hart arrives in Naples with her mother, Mrs. Cadogan-Lyon, at the palace of Sir William Hamilton, the British ambassador and uncle of her lover, Charles Greville.  Emma is shocked when Hamilton informs her that Charles never intended to marry her, and that he sent her to Naples in exchange for money to pay off his debts.  Hamilton offers Emma a new life in Naples, and she agrees to stay with him, eventually becoming his wife.

One morning they are visited by Horatio Nelson, a British naval officer, who tells them that England is now at war with France.  Nelson has come to Naples seeking military support, and Emma uses her influence with the Queen to secure troops for him.  However, the ensuing five years of war exhaust both the resources of the navy and the sympathy of the neighboring European countries, who are, Nelson bitterly complains, too intimidated by Napoleon Bonaparte to stand behind England.

While anchored outside of Naples, Nelson receives a visit from Emma, who is horrified to see that he has lost an arm and the sight in one eye.  She brings a promise of assistance from the Queen, and Nelson goes on to defeat Napoleon in Egypt.  After returning to Naples in triumph, Nelson is overcome by illness and nursed by Emma, with whom he falls in love.  Nelson, who is married, departs for Malta, but disobeys orders and returns to Naples when word reaches him that revolution has broken out.  He saves the royal family and the Hamiltons, but his actions earn him the scorn and disapproval of the British Admiralty, who order him to return to England alone.

While awaiting Nelson at a London hotel, the dour Lady Frances Nelson and her father-in-law, Reverend Nelson, are visited by Lord Spencer, who discreetly reports that Nelson has already arrived, accompanied by Emma.  The next day, Emma faints at the House of Lords, and Lady Nelson, concluding that Emma is pregnant, angrily reproaches her husband and vows never to divorce him.  Reverend Nelson implores his son to do the right thing and end his affair with Emma, but Nelson refuses.  After Emma gives birth to a daughter, Horatia, her mother urges her to reconcile with the ailing Hamilton, if only to protect her inheritance, but Emma refuses and is left penniless when he dies.

Nelson and Emma move to a home in the country, where they live happily until 1805, when Nelson is called to defend England against Napoleon, who has formed an alliance with Spain.  Nelson leads his men to a stunning victory at the Battle of Trafalgar, but is killed by a sharpshooter's bullet.  Nelson's aide, Captain Hardy, tearfully brings the news to Emma, and years later, in the jail at Calais, she observes that the story of her life ended at that tragic moment.

Notes
The working title of this film was Lady Hamilton, which was also the title of the British release.  Many reviews referred to the film as That Hamilton Woman!, and, according to a November 13, 1940 HR news item, the film was at one time going to be released under the title The Enchantress.  The real Emma Hamilton (born Amy Lyon, c. 1765) fell into bankruptcy after the death of Horatio, Lord Nelson, and in 1813 was arrested for debt.  The next year she fled to Calais, where she died in 1815.  In her youth, she was a favorite model of English portrait painter George Romney, who painted her in a number of historical guises.  HR production charts include C. Aubrey Smith and George Renavent in the cast, but they were not in the final film.

According to information contained in the file on the film in the MPAA/PCA Collection at the AMPAS Library, the Hays Office was concerned that the film's script was too tolerant of the main characters' adultery.  In a October 30, 1940 letter to producer-director Alexander Korda, Joseph I. Breen proposed that the screenwriters "punch up" a speech in which Nelson's father urges him to end the affair, adding that the film would benefit from "this very positive condemnation and prediction of disaster, which will follow as a result of their sin."  Breen even provided some sample dialogue, in which Reverend Nelson invoked the laws of God and predicted that the lovers would end up in the gutter.  The exchange between Nelson and his father, as depicted in the released film, is relatively mild.  However, modern biographies of Korda report that the scene was rewritten to satisfy the Hays Office and ended with Nelson admitting that the affair was wrong, but protesting that he was simply too weak to leave Emma.  According to these biographies, Korda was unhappy with this compromise, and had the scene cut out of the film after its release.

That Hamilton Woman had its premiere at the Four Star Theatre in Los Angeles on March 19, 1941.  The event was a benefit performance for the Royal Air Force Benevolent Fund.  The film's New York opening, as part of Radio City Music Hall's Easter stage spectacles, set an eight-year attendance record when more than 11,000 people came to the first two performances, according to press releases contained in the United Artists production file at the AMPAS Library.  The film won an Academy Award for Best Sound Recording, and was nominated for Best Art Direction (Black and White), Best Cinematography (Black and White) and Best Special Effects.  In addition, King George VI rewarded Alexander Korda's efforts with a knighthood, the first time this honor was bestowed on a film producer.

Although the film greatly impressed the British monarchy, it created controversy in the United States, where strong isolationist sentiments were widely held.  Many reviews commented on the film's attempt to draw parallels between the Napoleonic Wars and the current situation in Europe, citing an impassioned speech in which Nelson warns that Napoleon is bent on world conquest and proclaims:  "You cannot make peace with dictators.  You have to destroy them."  This speech brought Korda under suspicion by a Senate subcommittee investigating the film industry for allegedly producing pro-war propaganda.  In November 1941, Korda received a subpoena to appear before the committee on December 12, but the December 7 attack on Pearl Harbor rendered the investigation moot.  According to modern sources, the film was expressly intended as pro-British propaganda, with the love story between Nelson and Emma serving as camouflage for the political agenda.  Modern biographies assert that Korda left England for the United States at the request of Winston Churchill, with a twofold mission:  to make films that would arouse pro-British sentiments, and to use his New York offices as a cover for British intelligence operations.  Korda later told his nephew and biographer, Michael Korda, "Only four people knew what I was doing:  Brendan Bracken, Max Beaverbrook, Churchill and myself."

Vivien Leigh and Lawrence Olivier were married shortly before production on the film began.  That Hamilton Woman was their third and final film together.  An earlier film inspied by the love affair between Nelson and Emma Hamilton was the 1929 First National picture The Divine Lady , directed by Frank Lloyd and starring Corrine Griffith and Victor Varconi.