Elizabeth Spencer, Baroness Hunsdon (29 June 1552 – 25 February 1618) was an English noblewoman, scholar, and patron of the arts.

She was the inspiration for Edmund Spenser's Muiopotmos, was commemorated in one of the poet's dedicatory sonnets to The Faerie Queene, and was represented as "Phyllis" in the latter's pastoral poem Colin Clouts Come Home Againe.

Her first husband was George Carey, 2nd Baron Hunsdon, grandson of Mary Boleyn, elder sister of Anne Boleyn, mother of Queen Elizabeth I. Elizabeth Spencer was born 29 June 1552 at Althorp, Northamptonshire, the second eldest daughter of Sir John Spencer of Althorp and his wife Katherine Kitson, the daughter of Sir Thomas Kitson of Hengrave, Suffolk.

Elizabeth was also commemorated in one of Spenser's dedicatory sonnets to ‘’The Faerie Queen’’ :[4] "Ne may I, without blot of endless blame, You, fairest Lady leave out of this place, Remembrance of your gracious nameWherewith that courtly garlond most ye graceAnd deck the world."

Besides Edmund Spenser, to whom she was distantly related, she was a patron of Thomas Nashe and the composer John Dowland, who mentions her in his First Book of Songs (1597).