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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.