bette davis electrify performance be such that it be hard to remember the other female player . they be a perfect in their part a davis be in hers they just do not have as much to do . some of the reviewer felt that the book be so much good it be but to give the film it due and to condense a 600 page book down to 83 minute be no mean feat . the first part of the book do not even make it to the screen it tell of phillip childhood and then move to germany and paris and where phillip have go to try to make good a an artist . it also chronicle his first romance with fanny price and who kill herself when she realise phillip can not return her feeling of love . it be a wonderful book but rambling and i think that anyone who do not think too highly of the film should read the book and will realise how good the film be . after realise that he will only ever be a mediocre painter and phillip carey ( leslie howard ) come back to england hop to take up medicine . when out at a tearoom he meet a sullen waitress and mildred ( bette davis ) . even though she have no interest in him and basically treat him like dirt and phillip be obsess . it be so hard to watch his effort at try to find any civility in this vicious shrew . in one scene she promise to meet him in a second class railway wait room and when they almost miss each other and she berate him with why would i wait in a second class wait room when there be a first class one available . you just want to shake him . the only time she be pleasant to him be when she tell him she be go to marry another man and a coarse sale man and emile miller ( alan hale ) . with mildred out of the picture and he meet nora ( kay johnson ) a lovely woman and who write romantic novel under a male pseudonym . she joke about the popularity the book enjoy among servant ( in the novel he have see mildred read them . ) nora give phillip all the love and confidence he need but he be incapable of return her love . when mildred return ( miller do not marry her and she be have a baby ) and of course he take care of her and help her with the baby ( in the film it be treat a an object always call baby and never give a name or gender ) she repay him by run off with his best friend . at the hospital he meet sally athelny ( france dee ) who be visit her sick father . he begin to visit her home and for the first time in his life get a sense of family . then surprise . surprise . mildred return like a bad penny and surprise . philip take her in . but he have change and feel only disgust when she try to show gratitude the only way she know how . then follow one of the most vicious and verbal fight on film with phrase such a you cad and you dirty swine and i only kiss you because you beg me and when you go i wipe my mouth and i wipe my mouth . in the book a lot of mildred stock phrase such a youre a gentleman in every sense of the word and i do not mind and and mr. high and mighty be associate with prostitute and when phillip meet her for the first time he be strike by that . the end of the film show phillip ( be truly free of mildred in the only way possible ) now free to love sally . again in the book sally tell phillip that she think she be have a baby but that just make him more sure of his love . that end and like mildred sickness could not be in the film even a pre code one . kay johnson be always call on to play sensible and believable woman which she play to perfection a she be obviously sensible herself . her nora be the woman philip should have stay with . france dee be one of the most beautiful of screen ingenue . she be obviously be groom for stardom with some role that prove she be not just a pretty face ( the silver cord and blood money ) but when she marry joel mccrea her career start to peter out . her sally do not push her talent to the limit . apparently leslie howard be not very helpful to bette davis on the set he be annoy that an english actress be not give the part . he use to throw her her line whilst read a book off camera . he do start to take an interest when a newspaper report the kid be run away with the picture . highly and highly recommend .