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)

Renowned for his excess, King Henry VIII (Charles Laughton) goes through a series of wives during his rule. With Anne Boleyn, his second wife, executed on charges of treason, King Henry weds maid Jane Seymour, but that marriage also ends in tragedy. Not one to be single for long, the king picks German-born Anne of Cleves as his bride, but their union lasts only months before an annulment is granted, and King Henry continues his string of spouses.

The Stooges sit down to watch a movie, but can't hear it over the neighbors singing.