During World War II an actor-producer asks a young entertainer, Carole Beaumont (Anna Neagle), to marry him but she is uncertain of her feelings.
During an air raid she is knocked unconscious. In her confused state, fantasies flash through her mind, seeing herself as Nell Gwyn and later as the young Queen Victoria.
Later Carole’s confusions are explained by her relationship with her mother, Lillian Grey (also Anna Neagle), after the collapse of her mother’s marriage to an actor.
Anna Neagle had played both Queen Victoria (twice) and Nell Gwynn previously during the 1930s.
Harold Fletcher was the makeup artist.