When the Great Northeast Blackout of 1965 hit, millions of people were left in the dark, including Waldo Zane, a New York executive in the process of stealing a fortune from his company, and two people whose paths he’s destined to cross, Broadway actress Margaret Garrison and her husband, Peter.

An Englishman (Leslie Howard) who has been studying painting in Paris for four years, is advised by his art teacher that his work is mediocre and second-rate, and that he lacks promise. So he returns to London, England to take up studies to become a medical doctor, but his older age and introspection make it difficult for him to keep up in his scholastic work. In England, he becomes infatuated - and then obsessed by a blonde, lower-class, slatternly and vulgar, Cockney-accented, illiterate tearoom waitress named Mildred Rogers (Bette Davis)