Somewhere there must still be feminists cringing at the memory of this movie, and with good reason. It tells the story of an independent young woman, Ray Smith, played by Margaret Sullivan, who falls in love with, and is loved by, a visiting banker, Charles Boyer. Boyer wants to marry her but there is a misunderstanding - he thinks she has dropped him for another man - and he leaves town without Smith and marries the boss's daughter back in New York instead. Five years later Smith and Boyer's character meet again. He is still married, though evidently it is a loveless marriage. S and B start to see each other again. She realizes that she will never be the sole center of his attention, that she will always be a "back street woman," but even when she has a chance for marriage with another man, she remains with Boyer as his hidden mistress, for 25 years.No, a woman's only happiness is not necessarily marriage and children. But this movie doesn't really - would not have dared, in 1941 - show that Smith has a happy, fulfilling life as a married man's other woman. So we are left with a strange feeling. Yes, Sullivan's character loves Boyer's and feels that she is loved by him, but she can never acknowledge that publicly. She spends 25 years in the shadows, and we never really have the sense that she is happy doing so, except perhaps at the end.Of course, any feminist would say, and quite rightly so, that Smith should have gone for something more fulfilling.So I am left to wonder 1) who was the intended audience for this picture?, and 2) how were they expected to react to the heroine's choices? A frustrating movie.

This is the second of the thrice filmed Fanny Hurst novel about the other woman. Tastefully directed and lensed by Robert Stephenson and Charles Daniels and featuring standout performances from Charles Boyer and Margaret Sullavan it is probably the best of the bunch. Traveling salesman Walter Saxel and free spirit Ray Smith meet through an acquaintance and in the course of an evening become strongly attracted to each other. He is engaged but makes a decision to marry her on board a river boat. She unfortunately misses the boat and Saxel doesn't see her for another five years marrying in the meantime. They rekindle and she becomes his mistress. As he grows in fame and fortune she remains in the shadow for decades until his children confront her.Boyer and Sullavan as the long time lovers display a wonderful chemistry with each other. Sullavan's husky voice and Boyer's suave inflection reinforced by telling glances unite the two in an odd but perfect romantic match. Richard Carlson as a well intentioned suitor is also well cast and Frank McHugh, allowed to stretch, shines as Ray's loyal friend with an eternal crush.Director Stephenson does an excellent job of keeping mood subdued without resorting to hysterics to bring life to the story. His adults behaving like adults expressing and suppressing their feelings in a tempered but passionate way gives the film a graceful tension. Cinematographer Charles Daniels turns in his usual array of impeccably lit compositions such as an evening snowfall where Ray and Walter meet for the first time in five years and the powerful final moments that he along with Stephens jarring and effectively de-romanticizes with stunning portraiture that evokes Goya.

Margaret Sullavan is one of my all-time favorite actresses with her husky voice and haunting screen presence. The original version in 1932 with Irene Dunne and John Boles was dull and stage-bound; the later version with Susan Hayward was just too gaudy. This is the version to watch! Margaret gives an exquisitely heart-rending performance as a turn-of-the-century miss who falls in love with a man (played by the smooth but oh-so-serious Charles Boyer). Fate intervenes and the two lovers are separated. They meet again years later, but, true to the classic weeper formula, he is married. Despite her better judgment, she carries on a "Back Street" romance with him for many years until their untimely demises.Promoted with the tag line, "If you have tears, be prepared to shed them", this movie does involve some suspension of disbelief. For example, for such a level-headed gal, why does Margaret allow Boyer to treat her so shabbily? Just when I am about to shake my head and yell "Why?", Margaret then either let loose with the tears or try to hide the choking sob in her voice, and I'm transfixed all over again.This film does feature solid direction, beautiful photography and some good supporting performances (I particularly liked Frank McHugh in this one). This film remains on my "Wish-They-Release-This-One-on-Video" list.

This is my favorite movie of all times. It makes me cry, laugh, and hope. Rae makes your heart break for her. I never stop hoping that the ending will change. I know thats silly but...hey its a movie! Every woman should see this film if she is considering having an affair with a married man! I love all the versions but this is the best one! The ending just floors me each time I watch it.