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In 1581, as Robert Dudley, Earl of Leicester travels to London, his carriage becomes mired in the mud.  Leicester orders the occupants of a nearby inn to help him, but they refuse until one, Walter Raleigh, recognizes him and rallies his friends to free the carriage.  When Raleigh introduces himself, Leicester, who was friends with Raleigh's father, recalls meeting Raleigh as a boy.  Raleigh, who served in the English Army in Ireland, along with his Irish friend, Lord Derry, asks Leicester to introduce him to Queen Elizabeth, and Leicester agrees.

In London, Raleigh relates to Leicester his dream of building three ships of his own design and sailing them to the New World in search of wealth.  After Leicester advises him to obtain suitable attire for his introduction at court, Raleigh talks a bewildered tailor into renting him the finest cloak in his establishment.  At court, the sharp-witted Elizabeth is intrigued by the handsome Raleigh and invites him to dine with her.  As they walk outside, Raleigh spreads his cloak over a muddy puddle so that the Queen does not soil her feet, and his gesture further pleases Elizabeth while engendering the jealousy of her current favorite, Sir Christopher Hatton.  During dinner, Raleigh irritates Elizabeth with insistent talk of his ships, but the squabbling couple are too well matched in wit and intelligence for Elizabeth to dismiss Raleigh completely.  As he is leaving the palace, Raleigh is approached by Beth Throgmorton, a lady-in-waiting whom he met earlier, and although Raleigh swears that he will not return to plead before the Queen, Beth asserts that he will.

Soon after, Leicester visits Raleigh and Derry with news that Elizabeth has appointed Raleigh the captain of her palace guard.  Raleigh, infuriated by Elizabeth’s ploy, wants to refuse, but Leicester assures him that the palace is the perfect place for an ambitious man.  Hoping to gain Elizabeth’s favor, and thereby his ships, Raleigh acquiesces and brings along Derry.

One day, as Raleigh is inspecting the guard, Beth teases him about being the Queen’s new “lapdog.” Raleigh is angered, and soon after, Beth again taunts him during a hunt, when Elizabeth orders him to set up her picnic.  The Queen sees Raleigh and Beth quarreling, and jealously tells Raleigh that the courtiers are not allowed to dally with her ladies.  Later, at the palace, Elizabeth is approached by the French ambassador, who again broaches the subject of her marriage, much desired by the French queen, to a young French duke.  Elizabeth, who has been stalling the marriage for five years in order to keep France from allying with Spain, throws out the ambassador.  Seeing how irritated Elizabeth is, Hatton takes advantage of the situation by telling her that Raleigh has installed an Irishman in the palace guard.  Hatton strongly hints that Derry is an assassin sent to kill the Queen, and Raleigh reacts violently to his accusations.

Later that evening, Elizabeth demands that Raleigh apologize for his behavior, but the headstrong courtier, sick of humbling himself, even for the Queen, refuses.  Raleigh storms out and is later met by Beth, who spends several hours with him in his rooms.  Late at night, Raleigh and Beth, in front of the innkeeper and a servant, exchange their own wedding vows as a pledge of their love.  Before Raleigh and Beth can escape with Derry, the palace guard come to arrest Raleigh.  Beth returns to the palace safely, while in her bedchamber, Elizabeth pleads illness to pacify the French ambassador.  Raleigh is brought to the Queen, who charms him into pledging not to indulge in any swordplay with Hatton.  Raleigh is astounded when Elizabeth then knights him and agrees to give him one ship.

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Raleigh rushes to tell Beth the good news, but she accuses him of “selling his favors cheaply” by putting up with Elizabeth’s temper for only one ship instead of three.  Especially angry that Raleigh did not tell the Queen about their marriage, Beth quarrels with him, and he vows never to see Beth again.  In Plymouth, Raleigh works with ship builder Randall to re-design an existing ship, the Golden Falcon.

Meanwhile, in London, Beth overhears Elizabeth tell Hatton that she has no intention of letting Raleigh leave England.  Realizing that Beth and Raleigh have formed some sort of attachment, Elizabeth also decides to send her ladies-in-waiting to France as a sign of good will.  A rider arrives in Plymouth to tell Raleigh that he must return to London for the ship’s cannons to be fitted, and also relates him the gossip that one of the Queen’s ladies is pregnant.  Raleigh immediately rides to Beth’s house, where she confirms that she is pregnant.  The couple is reconciled and Raleigh plots to sail for the New World directly from Plymouth, with Beth by his side.  Derry warns his friend that the plan is too dangerous, but Raleigh assures him that Elizabeth’s greed will prompt her forgiveness when he returns with spices, gold and other treasures.

Courtier Chadwick arrives in Plymouth and is suspicious of Raleigh’s hurry to finish the ship, as well as the installation of a large bed in the captain’s quarters.  When Chadwick returns to London, he and Hatton reveal to Elizabeth that Raleigh has married Beth, and the infuriated Queen orders their arrest.  Derry and Beth escape when Raleigh is arrested, but soon they, too, are apprehended, and Derry is killed during the struggle.  Beth pleads with Elizabeth for Raleigh’s life and, failing to sway her, warns that the Queen cannot execute her until she has given birth.  Elizabeth angrily retorts that men, including Raleigh, have loved her for her mind and spirit, even if they have been tempted by pretty faces such as Beth’s.

Later, Elizabeth visits Raleigh in the Tower, where he is being held, and accuses him of treason.  Raleigh is outraged that she intends to have Beth executed, and the pair reprimand each other for their perceived betrayals.  Finally realizing that she cannot live without Raleigh, even though she cannot control him, Elizabeth relents, allowing him and Beth to go free.  Soon after, Leicester gently guides Elizabeth to a palace window and shows her the Golden Falcon as it sails down the Thames.  Although she is displeased by the sight of Beth on the deck with Raleigh, Elizabeth is cheered to see her own royal scarf waving from the main mast as a sign of Raleigh’s devotion.