“Now, that’s Lady Pembroke. Handsome woman, what? Daughter of the Duke of Marlborough. Stuff of generals. Blood of Blenheim. Husband an utter rascal. Eloped in a packet-boat.” – George III in The Madness of King George
Elizabeth Spencer (1737 – 1831) was a handsome woman, much admired by the King. She became Lady of the Bedchamber to Queen Charlotte in the latter half of the eighteenth century. Suffering through the numerous infidelities of her husband, Henry Herbert, 10th earl of Pembroke, she finally separated from him in 1788, thanks to the King’s generosity in giving her a residence.
Some awkwardness was to be expected. In his madness, George III is alleged to have given her “sporadic and unwanted attentions until his recovery in 1805.”
She lived forever, it seems, even outlasting her son, the third Earl of Pembroke.
Her London residence was Pembroke House, immortalized in Constable’s The Opening of Waterloo Bridge (1832). It was built on the rubble of Whitehall Palace, where various persons swore they saw the ghost of Henry VIII on the night of his only son’s death. Now Pembroke House is rubble, the foundation for the Ministry of Defense.
The Opening of Waterloo Bridge, Constable (1832) – Pembroke House is to the left
Angelyn's Blog 
She sounds like an interesting woman. Is more known about her?
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She was rather older than the movie depicts her. It is difficult to fathom how she could have persuaded those close to the king to change course using the method in the movie (at her age.) Frankly, I think Charlotte could hold her own against the Regent and probably didn’t need a Lady of the Bedchamber to assist her (mein Gott!) But her ladyship’s trials in putting up with her husband, her devotion to her son and her long life are testaments to her character.
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