In Marseilles, France in 1794, Desiree Clary, a young millinery clerk, becomes infatuated with Napoleon Bonaparte, but winds up wedding Genaral Jean-Baptiste Berandotte, an aid to Napoleon who later joins the forces that bring about the Emperor’s downfall.

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)