The score was composed by Erich Wolfgang Korngold, who later used a theme from the film in his Symphony in F sharp major.

The Earl of Essex returns in triumph to London after having dealt the Spanish a crushing naval defeat at Cadiz.

In London, an aging Queen Elizabeth awaits him with love, but also with fear, because of his popularity with the commoners and his consuming ambition.

Instead of the praise he expects, Essex is stunned when Elizabeth criticizes him for his failure to capture the Spanish treasure fleet as he had promised.

But when Hugh O'Neill, 2nd Earl of Tyrone revolts and routs the English forces in Ireland, the Queen has the excuse she needs to summon Essex.

In credits order The film was based on the stage play by Maxwell Anderson, Elizabeth the Queen, which had premiered on Broadway in 1930 starring Lynn Fontanne and Alfred Lunt.

However, the new title, The Knight and the Lady, upset Davis, who felt it gave the male lead more importance than her and was, to her mind, essentially "a woman's story."

Davis felt he was not equal to the task, and also believed from past experience that his casual attitude to his work would be reflected in his performance.

For her own part, Davis studied the life of Elizabeth, worked hard to adopt a passable accent, and shaved her hairline to achieve a greater resemblance.

[1] The public liked Flynn's charming rogue of a character, his undisguised Tasmanian accent notwithstanding, but the critics found him to be the weak link in the production, with The New York Times writing, "Bette Davis's Elizabeth is a strong, resolute, glamour-skimping characterisation against which Mr. Flynn's Essex has about as much chance as a beanshooter against a tank.

[8] In the years between Flynn's death and the release of the film on videocassette and its first showings on cable television, the title was changed to Elizabeth the Queen.