In 1875 London, young Wheeler, who lives by scavenging, finds a cameo of Queen Victoria which he thinks so beautiful he risks his life to save it. Possessed of a desire to see the Queen, he slips past the Beefeaters and wanders about Windsor Castle, just when a state dinner is in preparation. Meanwhile, prime minister Disraeli is struggling hard to persuade the Queen to end her long seclusion

When Wheeler, a young orphan who survives as a scavenger on the mudflats of the River Thames in late nineteenth-century England, comes upon a dead man, he steals his small cameo plaque of Queen Victoria although he does not know who she is. Two other urchins try to take the cameo away from "The Mudlark" but are stopped by a night watchman, who tells him about the Queen, who is known as "The Mother of England." The night watchman also mentions that she has lived in seclusion in Windsor Castle since the death of her husband, Prince Albert, fifteen years earlier, and Wheeler, intrigued by the Queen's motherly appearance, makes his way to Windsor Castle to try to see her. Prime Minister Benjamin Disraeli has come to visit Victoria and tells John Brown, Prince Albert's former servant and now confidant of the Queen, of his concern about her continued seclusion. In an audience with the Queen, Disraeli informs her that the passage of an important reform program is being vigorously opposed and needs her total support and that her seclusion is creating a very negative impression. Disraeli advises her to accept an invitation to attend the one hundreth anniversary celebration of the Lambeth Foundling Hospital. However, Victoria does not wish to leave Windsor, even for a brief period, as it holds such fond memories of her late husband. Meanwhile, Wheeler enters the castle grounds, falls down a coal shute and finds his way into the Queen's private chambers. Emily Prior, the Queen's Maid of Honor, is romantically involved with Guards officer Lt. Charles McHatten, but her mother, Lady Margaret Prior, does not approve of the match due to Charles's low social standing. Charles has sought permission from Lady Margaret and the Queen to marry Emily but both forbid Emily to see Charles again. Emily responds that she will marry whom she wishes and that the Queen can no longer control her life. Wheeler, meanwhile, is discovered in the Queen's dining room by maid Kate Noonan and footman Slattery, an Irishman who tries to impress Kate by saying he is plotting against the monarchy. They hide Wheeler behind some curtains as the Queen, Disraeli and other dinner guests enter. During the dinner, Wheeler falls asleep and his snoring causes him to be discovered. As there have already been several attempts on the Queen's life, he is regarded with great suspicion. Wheeler reveals that he has overhead Slattery saying that he wanted to burn down the castle. Brown interrogates the boy but, realizing he is starving, orders him to be fed, even instructing him on the proper use of a fork. Meanwhile, Emily, who has decided to elope, leaves a note for her mother and goes to meet Charles. However, he is Officer of the Day and is summoned to question Wheeler, leaving Emily waiting in the rain. Brown, a Scot with a fondness for the national drink, takes a liking to the boy and gives him a tour of the castle, even permitting him to sit on the Queen's throne. However, they are discovered by Charles, and Wheeler is handed over to the police as a potential assassin and is held prisoner in the Tower of London. The Queen orders Disraeli to have the case against the boy handled with great caution and with as little public comment as possible as there is speculation that Wheeler might be part of an Irish plot. A police officer rounds up some of the cronies and fellow scavengers Wheeler thinks could testify to his character, but they claim not to recognize him. Meanwhile, Emily and Charles have planned another elopement rendezvous, but this time he is summoned to see Disraeli and Emily is left waiting once again. Later, after the Queen indicates to Emily that her position on the marriage might be changing, Emily and Charles finally keep a rendezvous. In the House of Commons, Devoy, an Irish Member, denounces the newspaper characterizations of Irish involvement in the Wheeler case. Disraeli agrees that Wheeler acted alone and uses the boy's life story in his campaign for major social reforms, which gain overwhelming support from the Members. Later, Disraeli tells Wheeler that the government has arranged for his care and schooling. Displeased by a rebuke in Disraeli's speech, the Queen summons him to Windsor. The prime minister tells her that although she may not approve of his method, his campaign has been successful. He then offers to resign. Brown defuses the situation by interjecting that Victoria's late husband would have approved of Disraeli's actions. Wheeler has sneaked into the castle again, and Brown presents him to the Queen, who tells him that he is a very naughty boy. He touches her heart, however, when he shows her the cameo he has saved and says that he only wanted to see her. The Queen thanks him and instructs Disraeli to watch over him. Later, Queen Victoria ends her seclusion and appears at the hospital's celebration where she is, once more, greeted with affection by her subjects.