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Elizabeth Carew (née Bryan; c. 1500 – 1546) was an English courtier and reputed mistress of King Henry VIII.

A daughter of Sir Thomas Bryan and Margaret Bourchier, Elizabeth became the wife of Henry VIII's close friend Sir Nicholas Carew, an influential statesman who was eventually executed for his alleged involvement in the Exeter Conspiracy. She is described as being beautiful by many historians.

Her brother, Sir Francis, a member of the Privy Chamber and one of the king's closest friends, sat on the jury that convicted his sister's husband, who was sentenced to death, and thus reduced her to penury.