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During World War II, singer and dancer Carole Beaumont is rehearsing in a London theater for one of the units being sent overseas to entertain British soldiers. During a break in rehearsals, Charles King, the unit's producer, invites Carole to have coffee with him, but she explains that her boyfriend, Albert Gutman, is waiting for her in a nearby pub. Meanwhile at the pub, Kate, one of the barmaids, is reminiscing with Albert about the twenty years she spent working as a dresser to Lillian Grey, Carole's mother and star of many West End revues. Charles follows Carole to the pub and finds her talking with George, an old soldier and a resident of the Royal Chelsea Pensioners hospital whose patron saint was courtesan Nell Gwyn. After a V-1 rocket bomb lands nearby, damaging the pub and knocking Carole out, she imagines that she is Nell Gwyn, using her charms to persuade King Charles, who bears a striking resemblance to Charles King, to build a hospital for wounded, retired soldiers. Although Carole recovers consciousness, she continues to experience momentary blackouts. Later, in Hollywood, Carole's father John, formerly a movie star and now a producer, learns of her condition and plans to go to England to see her. Although Charles continues to court Carole, she accepts an invitation from Albert to visit his grandmother, Lady Drayton, at Windsor. There Lady Drayton tells Carole that her husband's father was born on the same day that Prince Albert visited Queen Victoria for the first time at Windsor Castle. When Albert asks Carole to marry him, she gently declines, reassuring him that the rejection has nothing to do with his being half-German, but because she has fallen in love with Charles. However, when Carole phones Charles and a female colleague answers, Carole fears that Charles is unfaithful and she suffers another blackout in which she is a young Queen Victoria and Albert is Prince Albert. Victoria wishes to introduce the waltz to Britain, but Albert is shocked by the impropriety of the dance requiring a man's arm to encircle a woman's waist. Victoria prevails, however, and invites Johann Strauss to play at a successful Royal Ball. Carole is jolted from her reverie by Charles returning her phone call, but she hangs up on him. In Hollywood, John receives a cable from Carole announcing that she is going to marry Albert. After Charles tells Kate that Carole has left him, Kate tells him how Carole's mother met John: Lillian Grey was a dancer in a provincial revue, starring minor, matinee idol John Beaumont. John recognized Lillian's abilities and, when he was offered a London show, took her with him and they fell in love. Lillian rapidly became the star of several major revues. After serving in World War I, John returned to the theater, but while Lillian's career skyrocketed, his declined until he was working only as her manager. They now had a young daughter, Carole, and John decided to try his luck in the new talking pictures in Hollywood. Lillian refused to abandon her career in Britain and after John became a movie star, they divorced. When Carole was a teenager, John returned to Britain on a trip, met Lillian and, after they realized that they still loved each other, Lillian promised to fly to Hollywood at the end of her show's run. However, as John waited for Lillian at the airport, he received news that she had been killed when her plane crashed in Arizona. In London, after Kate finishes telling Charles about Lillian, he returns to his office and runs into Carole who, apparently reassured about Charles's faithfulness, tells him that she has changed her mind about marrying Albert, after which she and Charles embrace. When John arrives, planning to attend her marriage to Albert, Carole explains that she will now be marrying Charles, who is about to leave on a plane to Burma with his troupe. John gives Carole some fatherly advice and urges her to leave with Charles. Later, in Burma, Carole and Charles entertain the troops together.