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)

The lives of a close-knit group of brothers growing up in Iowa during the days of the Great Depression and of World War II is chronicled in this film based on a true story.