Remake Rumble: Waterloo Bridge (1931) vs Waterloo Bridge (1940)

In the Remake Rumble, I’ll throw one (or more) versions of the same film into the ring and let them fight it out.  I’ll discuss the good and the bad, and end with the ultimate judgement of the best version.  Judgements can be appealed through well-reasoned arguments in the comments section.


In this inaugural edition of the Remake Rumble, Mae Clark and Vivian Leigh spar for the best portrayal of the doomed dancer-turned-prostitute Myra in their respective adaptations of Robert Sherwood’s World War I play Waterloo Bridge.

I first watched the original 1931 version nearly a year ago when I was writing about the pre-code films.  At the time, the story interested me, but I had my hands full writing about the deliciously remorseless up-to-no-good dames in Baby Face (1933) and Red-Headed Woman (1932).

But over the past eleven months, Waterloo Bridge stayed with me.  It’s the kind of movie Universal (and Warner Brothers) liked to make in the dawning days of sound—cheaply made films about the dregs of society who view the world with a jaundiced eye but somehow manage to hang onto their dignity in an indifferent world.

Such a person is Myra, the American chorus dancer in London who falls on hard times and resorts to prostitution to keep a little food on the table and a little gas in the lamps of her dirty flat.  Her quick fall from grace is symbolized when an admirer who sees her dancing in the chorus sends her a fresh, white mink that is the envy of the other dancers.  Only moments later, we flash forward to her fall from grace—the mink, now tattered and seedy, is her uniform when she walks the streets.

During an air raid on Waterloo Bridge (where Myra is trolling for a client), she meets Roy Cronin, an American soldier on leave.  In her flat after the raid, she and Roy share a loaf of bread.  Roy takes in the squalor of her flat and offers to help her by paying her rent.  He does not realize Myra’s profession despite all the obvious signs.  He’s earnest and naive, and his charity insults Myra.

She throws him out, then invites him back.  Like many soldiers of the time, Roy fears his life may be short and wants to live while he can.  For a man like Roy, that doesn’t mean a romp with a cheap London whore.  He wants to save Myra from her bad luck.

He wants to marry her the next day, before his leave is over and he has to head back to the front.

Much of the rest of the film is Roy’s almost pathetic insistence that Myra marry him.

Roy comes from a wealthy family.  He can take care of her financially, she can live with his family while he is at war.  Myra’s friend Kitty gleefully points out that if he dies in the war, she will receive his pension.

And she genuinely cares for Roy.

It’s her way out.

And yet Myra refuses.

Again and again she refuses, quite violently.  

I will admit, I didn’t quite understand why the first time I watched the film.  It struck me that she hated him, that she wanted him to leave her alone.  But this time, it sunk in.

It’s not pride:  Myra despises herself.  

If a good man like Roy married a soiled woman, it would humiliate him and his family.  Even if he can’t see it, Myra can.

I also think—though it’s not directly spelled out in the film—that Myra can see that in the long run, they would never work.  He would grow to hate her.

She’s a fallen woman, lower than dirt.  But to trap Roy into a marriage?

That’s a line of self-respect she cannot cross.  And she cannot bear to tell him the truth about her, to lose the love she sees in his eyes.

If he was a mark, she would take him for all she could.

She can’t marry him because she loves him.

And turning down her own happiness, her own salvation, is a kind of torture.

Marrying Roy is the ultimate poisoned apple, and Myra, already fallen, refuses to take the bite.

The last twenty minutes of the film is brisk and searing.

Roy has taken Myra to visit his family, and to press his marriage suit.  Roy’s mother is kind to Myra, but makes it clear that she does not approve of the marriage.  In the middle of the night, Myra goes to see his mother and admits to her what she cannot admit to Roy:  she is a prostitute.

The mother is kind but in full agreement that Myra must leave immediately.  

Before she goes, she tells his mother, not in defiance, but as a way of making his mother bear witness to her sacrifice, “I could marry him, if I wanted to.”

“I know, my dear.”

“I just wanted you to know that.”

“Yes, I know , Myra.  You see I happen to know you’re rather a fine girl.”

“Fine?  I’m not.”

Roy tracks her down one last time, and having promised both herself and his mother to push him away, she tells him she hates him, that she is laughing at him.  At this, she throws her head back, anchors her joined hands on her forehead, and lets out a maniacal laugh.

The first time I watched, I thought it was a bit ridiculous, overacting on Clark’s part.  But I see it differently now—as a primal scream of agony, a plea to god to quit tempting her.

She ultimately agrees to marry Roy before she sends him back to war—a promise I don’t believe she ever intended to keep.

But we will never know, as Myra is killed in an air raid on Waterloo Bridge, a crowd surrounding her unseen body and the mink sprawled across the ground.

A scant nine years later, MGM remade the film with Vivien Leigh and Robert Taylor, perhaps the hottest stars in Hollywood in 1940.

Though key aspects of the story remain the same, MGM and the strictly enforced production code wash away much of the grime of Myra’s tale.  

Universal and Warner Brothers were the studios that made cheap films showcasing society’s underbelly, but MGM was filled with big budgets, glamour, and fairy tales.

Waterloo Bridge (1940) spends nearly three-quarters of the film laying the groundwork to make sure Myra doesn’t lose our sympathy when she descends into prostitution. 

Vivien Leigh’s Myra is a ballerina, not a chorus girl.  She meets and falls in love with Robert Taylor’s significantly more dashing and charismatic Roy Cronin.  

Taylor’s Cronin takes her out to a romantic dinner, where the orchestra plays with candles burning.  They dance to Auld Lang Syne, and as each section of the orchestra drops out, they extinguish their candles until Taylor and Leigh are waltzing in the dark.

It’s an enchanting scene, establishing the love between them in a way the original film never does.  The two have a chemistry that Clark and Douglass simply lack.

Taylor’s Cronin comes across as romantic and in charge.  His marriage proposal is one from a man who knows what he wants and is confident he will get it, where the original Cronin often comes across as desperate.

Because the MGM version insists that Taylor and Leigh fell in love before her fall into prostitution, the plot then has several contrivances as to why they cannot marry before he must go back to the front—first, the reverend tells him there can be no marriages after 3 pm, and then the next day Taylor is called unexpectedly—and immediately—back to the front before the wedding.

Thus, when Taylor’s Cronin is killed in the war, there’s no pension for poor Myra, who was fired from her job as a ballerina for missing a performance to be with Cronin.

The film documents Myra’s descent—she and roommate Kitty grow hungry, then Myra grows sick when she learns of Cronin’s death.  Unbeknownst to Myra, Kitty begins hitting the streets.  

When she learns the truth, Myra is aghast:

Myra:  “You did it for me.”

Kitty:  “No, I didn’t.  I’d have done it anyhow.  No jobs.  No boys who want to marry you.  Only men who want to kill a few hours because they know it may be their last.”

Myra:  “Kitty, you did it for me to buy me food and medicine.  I’d sooner have died.”

Kitty:  “No, no you wouldn’t.  You think you would, but you wouldn’t.  I thought of that…but I wasn’t brave enough.  I wanted to go on living.  Heaven knows why, but I did, and so would you.  We’re young and it’s good to live.  Even the life I’m leading, though, God knows it–I’ve heard them call it the easiest way.  I wonder who ever thought up that little phrase.  I know one thing–it couldn’t have been a woman.  I suppose you think…I’m dirt.”

And Kitty is right, at first.  Myra does turn to prostitution.  

Until Cronin shows up alive, after a year in a German prison camp.

And thus Leigh’s Myra is finally at the predicament that Clark’s Myra faced almost immediately—should she marry a man knowing what she is?

Like Clark, Leigh tells Roy’s mother the truth.  This mother is more shocked than the original mother and wants to take the night to think things over.

Leigh cuts right to the heart of things when she says, “I could make you understand.  But it wouldn’t help me.”

And in the end, she too dies on Waterloo Bridge, but this time she isn’t a casualty of fate.  She could pursue a life of prostitution when she thought Roy was dead, but now that he’s alive she can’t live with or without him.

She steps deliberately in front of a convoy of Red Cross trucks and lets them run her down.  Instead of the mink, we see her good luck charm on the street beyond the crowd surrounding her unseen body.

So which version wins the rumble?

In many ways, these two films can be seen as a study in pre and post code film, similar to Red Dust (1932) and Mogambo (1953).  

The 1940 version seems like it should be the better film.  It has bigger stars with better chemistry.  Leigh’s greatest accomplishment is that while this film was made only a year after Gone With the Wind, she doesn’t once make you think of Scarlett O’Hara in her portrayal of Myra, a feat I would’ve believed impossible.

There’s no doubt it’s the better romance.

And yet….

Waterloo Bridge is a gritty story, and the 1931 version allows more of the grime to show.  You can practically feel how dirty Myra’s flat is, how desperate and low class she is as she strikes matches across the wall to light her cigarette and pinches money from Roy to run the gas lamps for a few more minutes.

She’s a desperate, cynical girl.  She’s a prostitute through and through, and her selfless moment with Roy is her salvation.

In the 1940 version, Vivien Leigh’s Myra is never allowed to become a prostitute, not in her bones.  She’s a woman who works as a prostitute, but the script keeps reminding us that she’s “not really” this woman.  They’re so worried about keeping the censors off the case and the audience’s sympathy with Myra that the plot is filled with contrivances.  Her suicide at the end is as much about herself as it is her love for Roy.

Through no fault of Leigh, her Myra is just not allowed to be as interesting as Mae Clark’s version.

In the 1940 version, we never see Leigh engaging in acts of prostitution.  In her first time, we see only the back of her head, and hear the man’s voice without seeing him at all.  

In the freewheeling 1931 version, when a john asks Clark’s Myra what she’s doing, she gets right to business and says, “Oh, just looking for a good time and wondering where the rent’s coming from.”

You could never get away with a line like that in 1940.

The 1931 story is briskly paced, jaded, and rough around the edges.

Just like the heroine of its story.

And so to my surprise, and perhaps yours, I am awarding the 1931 Waterloo Bridge the victor over its better remembered (and more beloved) 1940 remake.

Also, Robert Taylor broke Barbara Stawnyck’s heart when he cheated on her with a younger woman and is thus dead to me.

Not that I would let a thing like that cloud my judgement.

Want more?  Click here for an index of all posts in this series, as well as source notes and suggested reading.

Scarlett and Melanie: Film’s First Frenemies

In 1935, young producer David O. Selznick left MGM to start his own production company.  Despite his successes at MGM, Paramount, and RKO, Selznick longed for creative freedom.  In those days the studios were movie factories–producing one after another, with a bigger eye on the budget than the quality.

Selznick didn’t want to crank out films.  He wanted to make one-of-a-kind original works of art that would stand the test of time.

And he believed Margaret Mitchell’s romanticized novel of the fall of the south could be his crown jewel.

He spent two years casting his masterpiece, interviewing 1,400 women before deciding on a leading lady.  He second guessed every move by his scriptwriters.  He was a complete control freak–burning through three directors who couldn’t take his constant meddling and his blistering memos that went on for many single-spaced typed pages.

He nearly worked himself to death and bankrupted his new company, but in the end he accomplished his impossible goal.

Gone With the Wind is the greatest movie that ever was and ever will be.

No movie will ever again capture a nation’s attention again like Gone With the Wind because movies no longer hold an outsized place in our culture.

In 1939, you watched sports by going to the games.  You read the news in the morning paper.  You read stories in novels or listened to them on the serialized radio shows.

The only screen you ever saw was the giant silver one at the movie theater.

And there was Gone With the Wind, an epic tale that blew away anything anyone had ever seen before.  It was the first movie many people saw in color, over twice as long as the average film of the day.

It was promoted as an event–unlike other movies of the time, it had reserved seating, premium priced tickets, and an intermission.  It was initially booked only in huge theaters with at least 850 seats.

People knew they were seeing something special.

More people saw Gone With the Wind in the movie theater than any other movie that has ever existed, and it is inconceivable that another movie will ever surpass it.  It sold more than two times as many tickets as Avengers:  Endgame, the top film of last year.

It holds a place of cultural relevance nearly as high as The Wizard of Oz, without the benefit of thirty years of annual event showings on television.  (While The Wizard of Oz made its television debut in 1956, viewers could not watch Scarlett and Rhett on the small screen until 1976.)

It’s been the subject of recent controversy over its romanticized depiction of slavery, but the fact that people want it banned in 2020 only further illustrates its hold on the American public.

Even if you haven’t seen it, you likely know the plot.  Vain, selfish southern belle Scarlett O’Hara convinces herself she loves Ashley Wilkes, the one man she cannot have, and one who is temperamentally unsuited to make her happy.  While pinning for happily married Ashley, Scarlett misses out on happiness with Rhett Butler, a man who does love her and would make her happy.

All this plays out during the Civil War and its aftermath, a war that devastates the south and decimates Scarlett’s family and beloved plantation home, Tara.

Gone With the Wind is classified as a historical epic romance, but it’s really a war movie.  

And while Scarlett and Rhett’s romance gets all the press, in many ways the central relationship of the film is that between Scarlett and Ashley’s wife, Melanie Hamilton Wilkes.

Scarlett is often written off as a vicious conniver, and Melanie the saintly doormat who’s oblivious to Scarlett’s faults.

Yet it’s not that simple.

In the film’s opening scene, Scarlett makes clear her disdain for Melanie Hamilton, as a no-fun “goody goody” whom Scarlett would dislike even if she weren’t engaged to Ashley Wilkes.

Melanie, for her part, hopes she and Scarlett will become great friends.

Scarlett spends the first half of the film as a spoiled rich girl who schemes to steal Ashley away, even after he marries Melanie.  She is shameless and plays on Ashley’s lust–if not love–for her.  Even when the war begins, she is more consumed by petty jealousy and concerns.  With Ashely off to war, Scarlett visits Melanie in Atlanta so that she will be there to see Ashley home from the war.

Scarlett despises the war and can’t stomach nursing the injured men.  She is as selfish as ever.  But everything changes when the Yankees are on the cusp of invading Atlanta and a pregnant Melanie is too weak to evacuate.  Though she wants nothing more than to return to Tara and her mother, Scarlett stays behind with Melanie.  She has the chance to leave with Rhett, and again with Melanie’s Aunt Pitty, but she stays.  

When Melanie goes into labor, Scarlett looks for help and finds none–most of the Confederate Army has pulled out of Atlanta, the doctor cannot leave the thousands of injured men, and Scarlett’s slave Prissy admits she lied about knowing how to deliver babies.

As Melanie cries out for help, Scarlett realizes she is on her own.

And for the first time in her life, she rises to the occasion.  She walks up the stairs with a look of grim determination on her face, and for the first time we see the steel-willed survivor inside her.

Scarlett delivers the baby and saves Melanie’s life.  She takes them on a harrowing journey back to Tara, where Scarlett hopes her mother will take over.

But when they reach Tara, they find the place looted and burned and without a scrap of food or money.  Scarlett’s mother is dead and her father has gone insane.  Melanie is still dangerously ill.  Scarlett’s two sisters are useless.  All but three of the slaves have run off.

There was never a more ill-prepared head of the family than Scarlett O’Hara.

Standing with a raised fist and a dirty radish pulled from the ground, she vows:

“As god as my witness, they’re not going to lick me.  I’m going to live through this and when it’s all over I’ll never be hungry again.  No, nor will any of my folk.  If I have to lie, steal, cheat, or kill.  As god as witness, I’ll never be hungry again.”

That quote sets up the second half of the film–Scarlett will lie, cheat, steal and kill to protect Tara.  And despite continuing to despise her and desire her husband, Scarlett considers Melanie and the baby part of the folk under her protection.

Scarlett gets them through the war and its brutal aftermath.  Even when Ashley returns home, he is of no help to Scarlett.  He is a southern gentleman, without the grit required to drag them back to prosperity.

Like all of us, Scarlett’s greatest strength is also her greatest weakness.

If not for Scarlett, Melanie, her baby, and Ashely would’ve starved to death in the aftermath of the war.

And yet when the war is over, Scarlett cannot shed her skin of ruthlessness.

Rhett sweeps her off her feet and marries her, wanting nothing more than to spoil and soothe her.  Though she has every outer appearance of returning to the petty rich girl she once was, her nightmares betray that the horror of war has not left her.  

She is haunted by her former hunger, driven to acquire more money via fair means or foul to keep the beast of poverty at baby.

Because of this, I’ve always had a soft spot for Scarlett O’Hara.  So does Melanie Wilkes.

Even as Scarlett continues to try to steal her husband, and her well-bred social set wants Melanie to drop Scarlett as a friend, Melanie stands by Scarlett.

Years later on her deathbed, Melanie wants to talk to Scarlett.  There are no tearful confessions on either side, but Melanie says just enough to know that she has not been oblivious to Scarlett’s machinations for her husband, and asks Scarlett to care for him.

It’s not because she’s a doormat–it’s because she knows that she and her baby wouldn’t be alive without Scarlett.  And it’s clear to Melanie, as it is to Rhett–that Scarlett has PTSD from the war, though they wouldn’t know to call it that.

In the end, Melanie knows Scarlett better than Scarlett knows herself.  

And Scarlett, despite her lifelong protests that she despises Melanie, never left the weaker woman behind.

Want more?  Click here for an index of all posts in this series, as well as source notes and suggested reading.