Directed by Mervyn LeRoy, based on Robert Sherwood's play, with a screenplay by S.N. Behrman, Hans Rameau, and George Froeschel, this classic, tear-jerking wartime love story, starring Robert Taylor and Vivien Leigh （reportedly her favorite）， was Oscar nominated for its B&W Cinematography and Original Musical Score. The second film version of Sherwood's play, after Waterloo Bridge （1931） with Mae Clarke and Kent Douglass.
Leigh plays a melancholy dancer, Myra, who meets soldier Roy Cronin （Taylor） during an air raid in World War I London, just before he's to be shipped off to the front. Given a 48 hour leave, the carefree & romantic Roy, captivated by her beauty, sweeps Myra off her feet until she too （for the first time in her life?） is optimistic about their future. He receives permission from his uncle the Duke （ C. Aubrey Smith） to marry her. Unfortunately, per some red tape, they are unable to wed before Roy must leave for France. Myra attempts to return to the ballet, but her stern taskmaster （Maria Ouspenskaya） refuses to accept her back into the company, and fires fellow dancer Kitty （Virginia Field） for her outburst in support of her friend.
Myra and Kitty take an apartment together where they struggle to make ends meet until Roy's mother, Lady Margaret （Lucile Watson）， who had been working with the Red Cross, is able to come for a visit. Just before this meeting, however, Myra reads Roy's name on a casualty list in the newspaper. Stunned and in shock, Myra is unable to make a good impression on her would-be future mother-in-law （why wouldn't she share with her what she'd just read?!）。 After being consoled by the restaurant's hostess （Norma Varden, uncredited）， Myra returns to Kitty who supports her financially during her depression by the only way a girl who can't find a job otherwise can. Soon, Myra comes out of her funk and realizes that Kitty has been selling herself to soldiers on leave. Naturally, she then joins this oldest profession hersel f. Tom Conway is the uncredited voice one hears as her first client.
Later, as Myra is “greeting” the latest batch of soldiers arriving from the front at the train station, she sees Roy. Apparently, there was a reporting error made when he'd lost his dog tags. Ignorant of what's transpired in her life, Roy is thrilled to see Myra and figures they'll just pick up where they left off. Promising never to leave her again, Roy insists on taking Myra to their country estate, to more properly introduce her to his family and friends. Though Myra struggles with what to tell Roy of her recent past, she also sees an opportunity to finally “make it” and promises Kitty, before she leaves, to set her up well when she returns.
Though things do not go smoothly initially at the Cronin estate for Myra; some of the local families had hoped Roy would marry one of their daughters and are not very accepting of the newcomer from outside their caste. However, with help from Lady Margaret, who'd given her another chance per Roy's obvious love for Myra （and vice versa） and the Duke, who insists on a showy dance with her, Myra is accepted. It is at this point that Myra's conscience gets the best of her and she comes clean to Lady Margaret, whom she asks never to tell Roy. Myra then departs early the next morning, leaving Roy clueless.
Of course, Roy must find out what happened to the love of his life. He returns to London where he finds Kitty. Convinced of his love for Myra, Kitty reveals the truth of Myra's nightlife to Roy by taking him on a search for her through one seedy bar after another. Meanwhile, Myra is on Waterloo Bridge, where she's seen giving up; she walks rapidly past several troop trucks as they drive by before she throws herself under the wheels of one of them. The film ends with （now） Colonel Roy, many years later at the beginning of World War II, fingering the good luck charm Myra had once given him.