Directed by Mervyn LeRoy
Written by S.N. Behrman, Hans Rameau, and George Froeschel (based on the play by Robert E. Sherwood)
Spoiler alert: moderate (and severe, I suppose, for the 1931 film of the same name, which I recommend you never watch for fun)
I do not know if Mervyn LeRoy is, in truth, too much underrated. That is, I know he is underrated, but perhaps no more underrated than any of the Old Hollywood giants who didn't receive a permanent anointment by the French and the new American critics of the 60s and 70s. It's not hard at all to find flattering things said about him, but if I were to have started this review off with the appellation "the great Mervyn LeRoy," I don't know if that would've been met with appreciative nods or with eyerolls. Either way, personally I hold LeRoy to be one the best that Hollywood's Golden Age has to offer, never given too many laurels but who, alongside the advent of World War II in Europe and conscription in America, began a string of woman's melodramas that helped confirm that genre as a wartime powerhouse and perhaps perfected it as an artistic movement. This petered out as LeRoy went on to other things, but it was a hell of a productive half-decade, easily enough to hang a legacy on, even if there weren't some pretty great movies on either side of it as well.
In 1940, LeRoy was coming out of an unsatisfying two-year stretch as a producer at MGM—he'd burned out badly on The Wizard of Oz—and, happy to take the demotion, he'd asked for and generously received a huge paycut so he could start directing again. The first task MGM gave him was a new adaptation of Robert Sherwood's 1930 stageplay, Waterloo Bridge, previously adapted at Universal in 1931, and of LeRoy's 40s romances, Waterloo Bridge is the odd one out: for starters, it starred not Greer Garson, but Vivien Leigh; it also failed to receive almost any Academy acknowledgement, for when so many other LeRoy romances were at least given a Best Picture nod (albeit never a win), Waterloo Bridge was nominated for just two awards in categories that were even less prestigious than you'd think (it was one nominee out of ten, for Joseph Ruttenberg's cinematography, and one nominee out of seventeen, for Herbert Stothart's original score). Those two facts, "starring Vivien Leigh in 1940" and "barely any Oscar attention" don't really seem to go together, but that's how it is: Waterloo Bridge did not pick up a Best Actress nomination, let alone an award, which, as we'll see, was evil and insane.
It's difficult to know what constitutes a "spoiler" in the context of an 81 year old motion picture, and I'll try to stop around the middle, though this one's ending is incipient in its beginning anyway. Here we find an old British officer, Roy Cronin (Robert Taylor, presently in some pretty decent aging make-up), walking upon the titular bridge as a new war opens up. He's reflecting on the last one, and what it cost him, his thoughts fixed upon this place, and the good-luck charm that he'd been given by a woman who loved him, Myra Lester (Leigh). He remembers, and we remember alongside him, their first meeting on this bridge a quarter-century earlier, during a zeppelin raid. In the confusion she nearly kills herself going after her dropped good-luck billiken, but Roy helps her get to shelter at Waterloo Station, and here they banter a bit, plainly attracted to one another, and she invites him to see her dance, for Myra is a ballerina. Afterwards, they spend the whole night out dancing and talking, their little romance confirmed with a kiss in the dark, and the next day, without a wink of sleep, Roy's quite ready to propose marriage and Myra's quite ready to accept. But several logistical hurdles, including those posed by Roy's need to get the consent of his colonel, who's also his uncle—and a duke no less (C. Aubrey Smith)—means that they don't actually get married before Roy is sent summarily back to France, though Myra loses her job at the ballet anyway when her loveless harridan instructor (Maria Ouspenskaya) fires Myra for missing a performance, thanks to Myra's irrepressible desire to see her fiancé off before he leaves.
This shouldn't matter too much—she is engaged to a wealthy aristocrat—except that Myra's pridefully resistant to just telling her betrothed she's starving, and when she finally might have asked for his family's help, the other shoe drops, and she reads in the newspaper that Roy has died, blown away by a shell somewhere in France. This leaves her, she thinks, with no options at all, except for the one already taken by her friend and former colleague at the ballet, Kitty (Virginia Field), and Myra follows in Kitty's footsteps as a prostitute servicing the soldiers being constantly funneled through London and sent off to die in France. So just imagine Myra's surprise when, one day at Waterloo Station, a face emerges from the crowd of prospective customers—that of the man who would have married her.
This runs up to maybe slightly past the halfway point of the film, and the remainder, I'd say, is the heart of the matter, as Myra ricochets between accepting that fate has given her another chance and feeling too guilty, ashamed, and alienated from his upper-class world to believe that she could still belong in it. This back half is some of the most gut-wrenching stuff imaginable, though almost nothing about Waterloo Bridge is dispensable, and even if the movie had derailed itself completely after its first act rather than somehow getting better, it would probably still justify its 108 minutes just for its first thirty, encompassing Myra and Roy's first "date," which is over before you've realized anywhere close to half an hour's actually elapsed. It ends with perhaps the most gently romantic scene ever filmed for a movie, as the orchestra concludes the night with a final dance to a more upbeat arrangement of "Auld Lang Syne" than one might be used to (but which remains "Auld Lang Syne," and thus prone to being used with punishing nostalgia later). With this is combined the slow, methodical snuffing of the candlelight, eventually leaving Leigh and Taylor as little but slivers carved out of the darkness, barely identifiable in the crowd, but somehow LeRoy convinces us, beyond any argument, that this is love in its purest form, and if Waterloo Bridge did nothing else worth recognizing, which it certainly does, this scene all by itself would explain Ruttenberg's photography nomination; it is also exquisitely edited, by LeRoy and George Boemler, with an emphasis on hazy dissolves that make it feel like time has stopped. But I adore it even beyond its flawless construction, for it carries through the strange wartime atmosphere that begins even before the story proper has, mirroring Myra and Roy's meet-cute in a crush of people, and impressing upon us how our heroine and hero have discovered the most sacred intimacy (and even a little physical sexiness) in the midst of a large and anonymous crowd, now literally making that crowd fade away, even as they become indistinct within it. It's the culmination of this first act's purpose, and its whole visual identity—to make it impossible to disagree that true love really can be this random and arbitrary, and that war, for its horrors (and we'll get to those horrors shortly), at least offers, as a compensation, the permission to acknowledge this truth openly and intensely.
It does not offer sufficient compensation, of course, and it's at least modestly surprising that this movie could have been made under the strictures of the Production Code. No, at no point does Myra swallow somebody's cum on-camera. The words "prostitute" or "sex worker" are not even uttered in dialogue (obviously they would not say "sex worker"), but it is never, as Code pictures can sometimes be, an ugly mess of underlying intentions going to war with a censored and modified text. I don't really hesitate to call it brave for a film of its era (a low bar, but still), and in no meaningful way is it less frank than the pre-Code adaptation of the play.
In many ways, it's more frank, not least in the visual transformation of Leigh (partly makeup and styling, but mostly just how she sets her jaw) from happy ingenue to a very unhappy woman pretending to be horny as she goes around train stations in long tracking shots, sizing up potential customers, which would have made it clear enough even if Myra hadn't had an emotional conversation with Kitty about becoming a prostitute several minutes earlier. (The only less-than-exemplary scene in the movie, in fact, as Field is the only one in the cast who comes close to a weak link, which wouldn't be a problem except she was tasked with this difficult monologue.)
So just to touch on the 1931 Waterloo Bridge, it is, if not an outright terrible movie, at least the worst James Whale movie I've ever seen, stultifying aesthetically and led by a Mae Clark performance that does practically nothing until it's time for her to comically overact. The biggest contribution of the '31 film might be that the 1940 one uses its special effects footage of London (and it still uses it more adeptly, with the best rear-projection I've ever seen, with the screen moving in tandem with a mobile camera and providing a superlative three-dimensional feel to an image that, charmingly, remains an obvious painting with animation). The '31 film is more faithful to the play, yes. But then, every single thing about the 1940 Waterloo Bridge that's different is better, as is every single thing that's the same, which actually isn't much. The 1940 script reimagines it hard, starting with very sensible efforts to smooth out various inefficiencies of the play—such as how the leads in this movie set in WWI Britain are now simply, get this, British—and it balances against this a vastly more elaborate narrative, particularly in its character-based exploration of how one might come to choose prostitution in the 1910s, rather than having it happen in a cut that encompasses three years. And the '31 film is more Code than Code in the way it ends, which is contemptibly hilarious in its desire to punish its slut, literally blasting her off the face of the Earth from the point-of-view of God in one of the goofiest shots I've ever seen, which I assume, because I like Whale, communicated his disdain for it. Anyway, Leigh's Myra retains her agency, and this Waterloo Bridge, suffice it to say, has a very symmetrical screenplay, and a more affecting finale in every regard.
I would barely describe it, really, as "anti-sex work." It is assuredly not pro, but the closest good argument you could make that it doesn't condone it is that the bounds of the story implicitly confine its sympathies to the indirect victims of war, and, perhaps, that it appears to suppose that by making Myra a ballet dancer (for this is also an innovation of the '40 screenplay) it's made her "fall" longer and harder than when she was a chorus girl. On the other hand, I'm not even sure it does that: it seems almost as likely that it sees "ballerina" and "prostitute" as mirrors, two distinctly unpleasant ways to channel female sexuality, one with permanent virginity and the other with permanent promiscuity, and both more-or-less for the pleasure of men in exchange for money. (And Leslie Caron will straight-up tell you that, at least on the continent, and as late as the 1940s, many ballerinas were prostitutes, and this was frequently a quasi-obligation of the profession.) It is, in any event, deeply concerned with this oppressive and manichaean view of sexual propriety, and despises it: part of the film's utter tragedy is that every character recognizes how unfair it is, but is too naive and stupid (this being Roy) to even realize what's going on till its too late, or is just too hesitant, and constrained by contemporary mores, to assure Myra that they don't care, or if they do care, that they could pretend not to. Lucile Watson, playing Roy's mom, gets this in a delicately-acted scene; she is so close to just saying it out loud, but can't quite make herself do it, even though she's implied it over and over. To a pulverizing degree, this makes Myra's arc an almost solely internal one—she may have the most oppressive and manichaean view of herself of anyone here—and while maybe Waterloo Bridge is "inevitable," in the sense that it's an artful screenplay, Myra's the one making it so, and ultimately it's about injustice being even more profoundly sad when its own victim believes in it.
Between those two pieces of perfect cinema—the end of the first act and the end of the third (for the end of the third is absurdly good cinema, though I'd rather not detail it)—Waterloo Bridge still has an awful lot going on. I haven't even mentioned that when Myra reads of her lover's death, she's in the midst of meeting his mother for the very first time. Its greatness is founded upon LeRoy's direction, and the strong adaptation work of his screenwriters, but this movie belongs to Leigh. It does not belong to Leigh and Taylor: Taylor is actually perfectly great (apparently his British accent is bad, and I honestly didn't even notice, but then, I barely consider accent work to be "acting" anyway, and I'm inured to its absence or insufficiency in 40s movies), but there's nothing really to Roy, besides Taylor's extreme handsomeness and the matinee charm he puts into his woo.
Partly, this is because Roy should be little more than just an idea to Myra; partly, it's because he's not around for a good half of the film; partly, it's because he's completely oblivious even when he's there. Besides the bookends, there might be only one line, late in the game, that requires actual dramatic acting from him (Taylor does, to his credit, nail it). The worst you can say about Leigh here is that she may have not appreciated this about her movie, as she had pressed very hard for Laurence Olivier to play Roy, evidently under the misunderstanding that the male lead's skills mattered beyond being good-looking and suave. If I were conspiratorially-minded, I might suggest that Leigh's own sexual impropriety—her affair with Olivier—could be as big a reason why she was cheated of an Oscar nomination as her movie's subject matter. One assumes it's the reason she pushed for him as a co-star and disrespected Taylor's contributions, unfairly and unnecessarily indeed considering that Olivier, in 1940, and at least going by 1939's Wuthering Heights, fucking sucked as a screen actor.
But certainly Leigh was cheated; I cannot make the further claim that she was cheated of a consecutive win, but not one of the Best Actress performances I've seen is better or even that close, even Bette Davis's in The Letter or Katharine Hepburn's in The Philadelphia Story. (Maybe Leigh would contest this: "it's much easier to make people cry than to make them laugh," she'd say later in her career, which I'd like to agree with, but I've seen people laugh at stand-up comedy.) It really might be the best performance of its decade that I've seen, which is obviously not an authoritative statement, but the only competition that comes to mind comes at the other end, and even in Olivia de Havilland's tour of force in The Heiress, you can see the underlying acting machinery slightly more clearly. It is, anyway, in absolute terms, astoundingly good. From her first blush of love to her dead-eyed vamping to her final decision, Myra remains the same character, only in different circumstances.
The film is built to an astonishing degree, even for a 40s star vehicle, on its leading lady's face, and its expressive possibilities, and it is a flawless combination of psychological acuity and Old Hollywood glamor. What Leigh uses her face to do is to constantly communicate a certain disbelief in the world around her—this is borne out, too, in dialogue, wherein Roy teases Myra for being a pragmatist, and she correctly sizes him up as a romantic (I think I even love the loaded contradiction of the "pragmatist" who risks her life and limb for a good-luck trinket, suggesting more desire to be foolhardy and romantic than she even has a capacity for until she meets Roy). Myra's skepticism is reflected in Leigh's eyes, and more intensely after Roy's returned, and she struggles to force herself to believe that she's still worthy of happiness. For almost forty minutes, her eyes flit between heartbreakingly hopeful gazes and heartbreakingly worried glances, and, in the end, hope and worry alike have vanished. They are replaced with an unshakeable belief in the cold and brutal facts of a world that she cannot imagine can change. But let's get real here: given the goals of Waterloo Bridge, it would not be a successful film if Leigh did not also make you weep through the whole back half of it. Waterloo Bridge is one of the most successful films you'll ever see, and it's worth conceding that there's something about it that resists analysis entirely. So I'm pretty sure that's how she did it—but I damned well know she did.