I find it rather amazing how some people actually like O'Neil's performance as it is to me the only flaw in an otherwise poignant and beautiful film. I literally scream at the screen when O'Neil's Countess is on because her acting is so ignorant, her motivations so demented and puerile, and I really, really want Boyer's character to finally just kill her already! How was she nominated for an Oscar for inflicting this cinematic torment on the audience? Thankfully death is a mercy and we are spared in the last half hour of the film of her existence because Barbara O'Neil being cast in this film in the first place was just stupid even Anatole Litvak's otherwise magnificent direction couldn't save her (Boyer's mental snap in the murder scene is just SO juicy). Otherwise, I find the chemistry between Boyer and Davis to be amazingly beautiful and the scenes with the children and Bette are just so wonderful and adorable, as is the score, and the sets and literally every other element of this film experience other than O'Neil. The film also has the wonderful ability to be long (2h 22mins) while feeling only about 90 minutes. It is just a shame that the Countess had to exist (as in was a real person who actually lived and was thankfully killed) because otherwise this would be the most perfect black and white film ever made.

This movie has it all: a great cast, excellent direction, a powerful script, superb cinematography and beautiful sets. This movie stars Bette Davis and Charles Boyer and both give excellent, memorable performances. However, the strongest performance is given by Barbara O'Neil. She dominates this movie. Her portrayal of a scorned, rejected wife is one of the greatest performances ever witnessed by this reviewer. Anatole Litvak must have been overjoyed to direct such a great actress in such a great role. Take away her incredible performance and the movie would still be good but would lose much of its bite. One can only wonder why Ms. O'Neil's role was not expanded, indeed why she did not get top billing, for her performance was by far the strongest and most dynamic. Bette Davis's performance is subdued, controlled and polished. Charles Boyer's performance is somewhat more animated but he plays his role most convincingly. The movie is reportedly based on a true event which gives it a certain degree of credibility which is an important feature of this movie. Although the movie is long, it does not drag, it does not lag, and it hits no snags. This is a wonderful movie, definitely worth watching.

This is as 6/10 as a film can get. I have tried to grade on a curb in all my reviews, with more of a median average of 5 than a mean average, and this is one easy to grade on such a scale.This film is an old fashioned sort, but that doesn't matter. If the characters are believable for their time, then they are believable for their time. Are they believable for their time? Somewhat.It's a melodramatic story of an elite family in France, and a lady tutor hired for their children, who becomes an object of scandal in a romantic triangle.One unmistakable aspect strikes out at the viewer, no doubt deliberately, is that the jealous wife is the beauty queen, and the "other woman" is much the plain Jane in comparison.This is important, because it is important to show that the feelings the husband has for the tutor isn't based on physical attraction, but based on compassion and understanding. The film does a good job of showing restrained emotions, and gentleness. There are some great images and scenes.The wife lacks all gentleness, and is practically a demonic figure throughout. She is described as mentally ill, but her physical beauty makes her mentally ill jealousy over the plain tutor absurd in itself. Instead, it is obvious that the other characters make allowances for her, much as they and the children suffer, but she is totally evil.The film shows people reaching a breaking point. It also does a good job of introducing a few characters and bringing them back at key moments. As in most good films, it is the other characters outside of the romantic triangle that make this a worthy effort.There is a lot going for this film. Don't let the 6/10 fool you. That is an above average rating.One must first buy into the importance of scandal in older societies. People today will have a hard time understanding why it was a way of life. Some scenes with the children are overly sentimental, but this was the design. I didn't care for the design, but I understand it, and full well understand how many will think of this as a classic. Likewise, I can understand the detractors who are turned off by the serendipity and overkill.I believe the worth of this movie is somewhere in between, and falls into the 4-8 category. While most of the characters are well done, the one dimensional evil of the centerfold wife is out of place, and bespeaks a little too much Hollywood.The passing grade is that I, who probably as much an attention deficit disorder as one can find, was able to sit through the entire film without squirming. It flowed well, and passed the "watchability" test.I was content with the final outcome with the lady's personal life, but the school scenes with the multitude of young women was way over the top and not a bit convincing. Still, one understands why the director had to compress this into some order, but it was just way too obviously contrived.One can call that a nitpick, and it is true that if a work is great enough, one can accept some trifling faults. For my tastes, the strength of the entire work just wasn't strong enough to justify the weakness. Again, I understand those who disagree. If you indeed think the story line is classic, then the minor problems should not bother you one bit.

The film "All this and Heaven Too", from 1940, and directed by Anatole Litvak is a true love story. Madamusel Deluzy is a young woman that is alone in the world trying to find her way. She lands a job as a governess for the prominent Duc and Duchesses and their four beautiful children. Deluzy is a very kind hearted woman that is great with the children and gets along very well except for the one main person that she needs too, the Duchesses. The Duchesses feels that in the time that Deluzy has been employed in her home, she has been able to steal all the love and affection from her children and husband that she deserves. The Duchesses refuses to see that all this affection she is claiming to have stolen from her was gone way before the governess was there. The Duchesses is a very over dramatic woman that thinks everything going wrong in her life is someone else's fault, but none of it her own. While she sits locked in her room away from the rest of the house, it is true that the Duc and Governess are becoming closer as friends by way of the children. The Duc is a good father that wants to be there during some of their studies, causing him to in turn spend time with her. Everyone that isn't in the situation and is simply looking in thinks that there is more to them then just friendship. By the end, the governess is actually thrown out of the home when the Duchesses bluntly accused Deluzy of stealing away the Duc her. She leaves with no fight, and continues on with her life, but never forgets about what was there. The truth is she did fall in love with the Duc, and the Duc had fallen in love with her. The both of them had too much respect for the children to ever do something about it and make them suffer from the decisions they had made. I really enjoyed this movie. It was very well written, but the acting of Betty Davis really pulled everything together and made the audience feel the love & pain that she was going through.