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| Irene Dunne | Queen Victoria |
| Alec Guinness | Benjamin Disraeli |
| Andrew Ray | Wheeler |
| Finlay Currie | John Brown |
| Beatrice Campbell | Lady Emily Prior |
| Anthony Steel | Lieutenant Charles McHatten |
| Raymond Lovell | Sergeant Footman Naseby |
| Marjorie Fielding | Lady Margaret Prior |
| Ronan O'Casey | Slattery |
| Edward Rigby | The Watchman |
Set in Victorian London, where young ``Mudlark'' Wheeler makes his living scavenging in the Thames' mud. There he finds a cameo depicting the Queen. So taken is he by her beauty, he's determined to see her but she is in seclusion at Windsor, in mourning for Albert, despite the pleadings of Disraeli. Wheeler, determined to see her, sneaks into the castle and meets the Queen, who finally understands what she means to her people.
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