at court. However, his enemies goad him into taking command of the army to be sent to quash the rebellion. Essex pursues Tyrone, though his letters to Elizabeth begging for much-needed men and supplies go unanswered. Unbeknownst to him, his letters to her, and hers to him, are being intercepted by Lady Penelope Grey (Olivia de Havilland), a lady-in-waiting who loves him herself. Finally, Elizabeth, believing herself to be scorned, sends him orders to disband his army and return to London. Furious, Essex ignores it, orders a night march, and thinks he has finally cornered his foe. However, at a parley, Tyrone points out the smoke rising from the English camp, signifying the destruction of the food and ammunition the English army needs. Essex accepts Tyrone's terms; he and his men disarm and sail back to England. Thinking he has been betrayed, he leads his army in a march on London to seize the crown for himself. Elizabeth offers no resistance to his forces, but once alone with him, convinces him that she will accept the kingdom's joint rule. He then naively disbands his army and is quickly arrested and condemned to death. The day of his execution, Elizabeth can wait no longer. She summons him, hoping he will abandon his ambition in return for his life (which she is eager to grant). However, Essex tells her that he will always be a danger to her and walks to the chopping block. Cast In credits order Bette Davis as Queen Elizabeth Errol Flynn as Earl of Essex Olivia de Havilland as Lady Penelope Gray Donald Crisp as Francis Bacon Alan Hale, Sr. as Earl of Tyrone (as Alan Hale) Vincent Price as Sir Walter Raleigh Henry Stephenson as Lord Burghley Henry Daniell as Sir Robert Cecil James Stephenson as Sir Thomas Egerton Nanette Fabray as Mistress Margaret Radcliffe (as Nanette Fabares) Ralph Forbes as Lord Knollys Robert Warwick as Lord Mountjoy Leo G. Carroll as Sir Edward Coke Guy Bellis as Lord Charles Howard (uncredited) Forrester Harvey as bit part (uncredited) Holmes Herbert as Majordomo (uncredited) I. Stanford Jolley as Spectator outside Whitehall Palace (uncredited) Production Sources 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. Film re-titling The title of the film was originally to be the same as the play,