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. Her brother, Sir Francis, a member of the Privy Chamber and one of the king's closest friends, was responsible for sitting in the jury that convicted his sister's husband to death and reduced her to penury.
She was a first cousin of both Anne Boleyn and Catherine Howard and a second cousin of Jane Seymour, which increased her standing at court. Her only brother was Sir Francis Bryan, called "the Vicar of Hell" for his lack of principles. She is said to have been friends with Bessie Blount, Henry's mistress who produced an illegitimate son in 1519. Her mother, Margaret Bryan, was a half-sister of Anne Boleyn's mother, Elizabeth Howard, and also of Catherine Howard's father, Edmund Howard, sharing the same mother but different fathers. With Jane Seymour they both shared a great-grandmother; their grandmothers were half-sisters who shared the same mother but had different fathers.