This 1934 adaptation of Somerset Maugham's novel put Bette Davis on the map as a movie actress. She might have won an Academy Award for her performance but the films was made on loan, so her studio didn't push for her. Her acting in this one doesn't come off well by today's standards. As the heartless waitress who jerks Philip, a sensitive medical student, around and nearly ruins his life, Davis is way too shrill, almost demonic. Director John Cromwell, who usually elicited good performances from his actresses, was perhaps overwhelmed by this one. Davis is watchable, for sure, but so strident and predatory as to seem scarcely human. I imagine the character of Millie as quieter, less feminine than Davis, with maybe a touch of the tomboy. Davis is such a strong, immediate presence that's there's no air of mystery to her, which makes Philip's attraction to her seem more overtly masochistic than it should be.<br /><br />As Philip, Leslie Howard is excellent. His wan, somewhat wilted good looks are perfect for this failed aesthete. Nor does he impose a personal interpretation on the part, as, say, Dirk Bogarde might have done, which gives his work a rare clarity. He seems completely in control here, as he should be, playing a man with a rational intellect who is in the grip of irrational emotions he cannot manage or even fully satisfy, as the object of his affections moves him in ways he cannot understand. Howard was a fine actor, too often cast in standard romantic parts which compelled him to fall back on charm, which he doesn't use here.<br /><br />It's been so long since I've read the book I don't feel comfortable commenting on the movie's faithfulness to it. I think it captures the spirit of the story well enough, and that it has in Howard a perfect Philip Carey. The sexual undercurrents are muted, and at times Philip behaves so masochistically that in the absence of strong sex feelings makes one wonder about the character's sanity, surely not Mr. Maugham's intention. Thanks to Howard's performance, Philip remains firmly in focus, as one can see in his various responses to and yearnings for Millie the extremes to which a reasonable intellect will go to understand the irrational, in himself and in others. <br /><br />Overall, a very good film, a little stilted at times, due to its age, it evokes London nicely, and is well acted for the most part.