 A young entertainer, Carole Beaumont (Anna Neagle), is wooed by actor-producer Charles King (David Farrar) but, uncertain of her feelings, she resists his attentions. During an air raid, a bomb explosion rocks the cafe and Carole is knocked unconscious. In her confused state, fantasies flash through her mind, and she seems to become Nell Gwyn of Old Drury, with Charles King looking very much like King Charles. Recovering, she is advised by her doctor to take a rest in the country and, there,another beau, Albert Gutman (Peter Graves), prompts his grandmother, Lady Drayton (Helen Haye), to invite Carole to their family home at Windsor. She accepts and telephones Charles but hangs up when his phone is answered by a female voice. Looking out on Windsor Castle, she sees herself as the young Queen Victoria and Albert as Prince Albert. Influenced by her day-dream, she accepts Albert s proposal. Charles arrives to tell her that all arrangements are made for her to leave with him and the company for Burma, but she refuses saying she will never marry an actor. Barmaid Kate (Kathleen Harrison) tells Charles why Carole feels the way she does about actors: Carole s mother, Lillian Grey (Anna Neagle), was with a touring show in 1913 when the handsome star, John Beaumont (Errol Flynn) raised her from the chorus to be his partner in his first West End show. They were a success, fell in love and were married. But the war soon took Beau off to Flanders and Lillian was left to become a great star on her own. Carole was born in wartime, but saw little of her busy mother.