Bette Davis' electrifying performance is such that it is hard to remember the other female players. They were as perfect in their parts as Davis was in hers - they just didn't have as much to do. Some of the reviewers felt that the book was so much better - it was but to give the film it's due, to condense a 600 page book down to 83 minutes is no mean feat. The first part of the book didn't even make it to the screen - it told of Phillip's childhood, then moved to Germany and Paris, where Phillip had gone to try to make good as an artist. It also chronicles his first romance - with Fanny Price, who kills herself when she realises Phillip cannot return her feelings of love. It is a wonderful book but rambling and I think that anyone who does not think too highly of the film should read the book and will realise how good the film is.<br /><br />After realising that he will only ever be a mediocre painter, Phillip Carey (Leslie Howard) comes back to England hoping to take up medicine. When out at a tearoom he meets a sullen waitress, Mildred (Bette Davis). Even though she has no interest in him and basically treats him like dirt, Phillip is obsessed. It is so hard to watch his efforts at trying to find any civility in this vicious shrew. In one scene she promises to meet him in a second class railway waiting room, when they almost miss each other, she berates him with "why would I wait in a second class waiting room when there is a first class one available". You just want to shake him. The only time she is pleasant to him is when she tells him she is going to marry another man, a coarse sales- man, Emile Miller (Alan Hale). With Mildred out of the picture, he meets Nora (Kay Johnson) a lovely woman, who writes romantic novels under a male pseudonym. She jokes about the popularity the books enjoy among servants (in the novel he had seen Mildred reading them.) Nora gives Phillip all the love and confidence he needs but he is incapable of returning her love. When Mildred returns (Miller didn't marry her and she is having a baby), of course he takes care of her and helps her with the baby (in the film it is treated as an object - always called "baby", never given a name or gender) - she repays him by running off with his best friend.<br /><br />At the hospital he meets Sally Athelny (Frances Dee) who is visiting her sick father. He begins to visit her home and for the first time in his life gets a sense of family. Then surprise! surprise! Mildred returns like a bad penny and surprise! Philip takes her in. But he has changed and feels only disgust when she tries to show gratitude the only way she knows how. Then follows one of the most vicious, verbal fights on film with phrases such as "you cad, you dirty swine", "I only kissed you because you begged me" and "when you went I wiped my mouth, I WIPED MY MOUTH"!!! In the book a lot of Mildred's stock phrases such as "you're a gentleman in every sense of the word", "I don't mind", and "Mr. High and Mighty" were associated with prostitutes and when Phillip meets her for the first time he is struck by that.<br /><br />The end of the film shows Phillip (being truly free of Mildred in the only way possible) now free to love Sally. Again in the book Sally tells Phillip that she thinks she is having a baby but that just makes him more sure of his love. That ending, like Mildred's "sickness" could not be in the film - even a pre-code one.<br /><br />Kay Johnson was always called on to play sensible, believable women - which she played to perfection as she was obviously sensible herself. Her Nora was the woman Philip should have stayed with. Frances Dee was one of the most beautiful of screen ingenues. She was obviously being groomed for stardom with some roles that proved she was not just a pretty face ("The Silver Cord" and "Blood Money") but when she married Joel McCrea her career started to peter out. Her Sally did not push her talent to the limits. Apparently Leslie Howard was not very helpful to Bette Davis on the set - he was annoyed that an English actress was not given the part. He used to throw her her lines "whilst reading a book off camera". He did start to take an interest when a newspaper reported "the kid was running away with the picture"!!!<br /><br />Highly, Highly Recommended.