Conquest (also called Marie Walewska) is a 1937 Metro-Goldwyn-Mayer film which tells the story of the Polish Countess Marie Walewska, who becomes the mistress of Napoleon in order to influence his actions towards her homeland. It stars Greta Garbo, Charles Boyer, Reginald Owen, Alan Marshal, Henry Stephenson, Leif Erickson, Dame May Whitty, George Zucco, and Maria Ouspenskaya. The movie was adapted by S.N. Behrman, Samuel Hoffenstein, Helen Jerome and Salka Viertel from the novel Pani Walewska by Wacław Gąsiorowski. It was directed by Clarence Brown and Gustav Machatý (uncredited). It was nominated for Best Actor in a Leading Role (Charles Boyer) and Best Art Direction (Cedric Gibbons and William A. Horning). Its worldwide gross amounted to $2,141,000. But its massive budget led to a loss of $1,397,000. MGM initially advertised the upcoming release of the film under the title "Marie Walewska", but at the last moment changed it to the more marketable "Conquest" when it arrived in theaters. The Dad's Army episode "A Soldier's Farewell" starts with the platoon in the cinema watching this film. Plot Napoleon Bonaparte (Charles Boyer) launches an unsuccessful seduction of the Countess Marie Walewska (Greta Garbo), who is married to a much older man (Henry Stephenson), but she resists until convinced that giving in will save Poland. After her husband annuls their marriage and Napoleon divorces the Empress Josephine, the pair are free to formalize their happy relationship, but Napoleon shocks her by announcing his decision to wed the Archduchess Marie Louise of Austria for political reasons. While he doesn't expect it to impact his relationship with Marie, she leaves him, without ever telling him that she is expecting his child. Cast Greta Garbo as Countess Marie Walewska Charles Boyer as Emperor Napoleon Bonaparte Reginald Owen as Talleyrand Alan Marshal as Captain d'Ornano Henry Stephenson as Count Anastas Walewski Leif Erickson as Paul Lachinski (as Leif Erikson) Dame May Whitty as Maria Letizia Buonaparte Maria Ouspenskaya as Countess Pelagia Walewska C. Henry Gordon as Prince Poniatowski Claude Gillingwater as Stephan (Marie's servant) Vladimir Sokoloff as Dying soldier George F. Houston as Géraud Duroc Uncredited Cast Stanley Andrews as Prince Mirska Oscar Apfel as Count Potocka Scotty Beckett as Alexandre Walewska Betty Blythe as Princess Mirska Ed Brady as Soldier George Cowl as Count Augustus Walewska Paul Fix as Dumb Soldier Henry Kolker as Sen. Wybitcki Mitchell Lewis as Beppo Lois Meredith as Countess Potocka Charles