Bette Davis rose from the ranks of Warner Bros. contract players to become a screen superstar when she was loaned out to RKO to appear in John Cromwell's adaptation of W. Somerset Maugham's Of Human Bondage. Leslie Howard (Gone with the wind) stars as Philip, a British medical student who becomes infatuated with a most unlikely woman: a vulgar waitress named Mildred (Davis). Undeterred by Mildred's obvious contempt of him (and her disgust for his disabled foot), Philip lavishes his affection upon the tawdry woman, and allows his personal and professional life to disintegrate as a consequence of her sadistic whims. Though considered an unlikely choice to play a cockney working girl, Davis fearlessly embraced Mildred's dark side, and delivered an erotic yet malevolent performance that launched her to the forefront of Hollywood's leading ladies.

JUDGE PRIEST, a proud Confederate veteran, uses common sense and considerable humanity to dispense justice in a small town in the Post-Bellum Kentucky.