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"All This and Heaven, Too," is a soap opera, but of the best kind. It tells an adult story in a genuinely moving way. The involved viewer will have cried several times before the final fade-out; the movie earns its tears, and then some.

Its best features include:

Bette Davis' performance. Before this I knew she was a spectacular entertainer; now I know she can act. She is subtle and yet tremendously powerful. Her eyes, her dignified intelligence, and her self-restraint speak volumes. No camp here, just the telegraphing of quiet power.

Charles Boyer. Boyer was a man of substance; he served his country in World Wars I and II, studied philosophy at the Sorbonne, and stayed married to the same woman for over forty years. Again, as with Davis, he is restrained, as the narrative demands, but his substance telegraphs out of his body, his forced, tragic smiles, his stiff mien suddenly breaking into fitful efforts at frivolity, the quiet endurance with which he, at first, suffers his hated wife.

Barbara O'Neil is unforgettable as the Duchess de Praslin. O'Neil was the model of noble womanhood as Scarlett O'hara's mother; here she casts her decorum aside, after, first, shredding it to bits. I think I'll never be able to watch her in GWTW again without cracking up. Every Gothic Romance, including this one, requires a Hoyden - Rochester's mad wife, "Rebecca's" Mrs. Danvers. O'Neil chews them all to bits and spits them out. Even her false eyelashes appear as weapons, able to eviscerate her husband and her hated governess.

The supporting cast is no less superb. June Lockhart is a believably loving daughter; Harry Davenport, utterly un-French, is a wonderful, prophetic Pierre who warns Bette Davis and the viewer that when they enter the house of the Duke and Duchess, they enter Hell, and all hope should be abandoned.

Even the nasty girl who taunts Bette Davis at the opening of the film could not have been better cast.

Though black and white, the film reveals its high production values; it is rich and varied and offers the eye a sumptuous feast of fabrics, surfaces, and shadows. You won't miss color here at all.

I am torn about the plot, trying to decide if the movie wanted to make me, the viewer, experience the Duke as a weak man who allowed Mlle D, Bette Davis, to be exposed to so much social and emotional danger. I'd welcome others' thoughts on this question. In his apparent weakness, the Duke reminded me of the Paul Henreid, "Jerry" character in "Now Voyager," another married man who loved, and failed, a Bette Davis character.

Based upon the popular 1937 novel written by Henriette Duluzy Desporte's grandneice, one Rachel Field, this movie was a prime vehicle for Bette Davis. This was considered Warners big "prestige" picture for 194O, and it shows: no expense in the production costs were spared, it's an exceptionally finely crafted motion picture. Based upon factual incidents, the story tells of how the notorious 1847 murder of the Dutchess (played with venomous relish by the tall & stately Barbara O'Neil) made Henriette the most notoriously suspicious and despised woman in Europe for a time. Originally, O'Neil's interpretation of the horrendously neurotic Dutchess was played looking a disheveled, unkempt mess physically. The producers thought her appearance would be a bit too uncooth for viewers to endure, but that decision robbed O'Neil of a far more effective characterization. As Henriette, Davis is much more subdued than normal, and her performance is genuinely affecting: another victorious portrait added to her quickly growing gallery of unforgettable heroines and vixens. Charles Boyer is fine as the Duc; he and Davis have a most interesting, classy chemistry between them. The children include Richard Nichols (as the adorable Raynald), Virginia Weidler and June Lockhart. Anatole Litvak's direction keeps this 14O minute saga flowing: the result is a handsome period piece which is done in old Hollywood's best style.

Bette Davis is a schoolteacher whose past returns to haunt her in "All This and Heaven Too," a true story which took place in 1840s France and turned into a novel by Rachel Field. Bette Davis is the governess turned teacher, Henriette, Charles Boyer is the man of the house, the Duc de Praslin, Barbara O'Neill is his neurotic wife, and Jeffrey Lynn a minister friend who helps Henriette.

Henriette takes over as governess in the unhappy home of the Duc, caring for his four children - played by June Lockhart, Ann Todd, Virginia Wielder, and the adorable, pouty-lipped Richard Nichols. Though Nichols appeared in films taking place in France and Sweden, he sports a thick southern accent and calls Henriette "mamZEL." The Duc is miserable with his frustrated, bitter wife. The lack of sex in the marriage is demonstrated by his escorting her to her room and kissing her hand, then departing to his own room. She writes him lots of letters which she slips under his door. Feelings develop between the Duc and Henriette, but in the film at least, these are never acted upon. Unconvinced, the Duchesse does everything she can to get rid of the governess. In the beginning of the movie, Henriette tells her story as her students find out she has spent time in prison over a double tragedy which took place in the Praslin household.

Though a tragic story on many levels, it's a beautifully told one with every detail attended to. Bette Davis is warm and restrained as Henriette, soft-spoken and deferential. Boyer, with that vein in his forehead that sticks out when he's angry, is excellent as a man at the boiling point. O'Neill is positively hateful, a credit to her marvelous performance. From the strong, generous, loving mother in "Gone With the Wind," she turns herself into a self-involved, petty harridan.

"All This and Heaven Too" will sweep you into its rich atmosphere. In fact, I remember bringing this film to my office once when I worked a night shift, figuring that my colleagues and I would watch some of it over dinner each night. We ended up watching the entire thing in one sitting - which is what happened the last time I watched it. At 141 minutes, it's not short, but it holds the attention as a great film should.

Bette Davis had so many memorial film performances that it's hard to rank them - but her role here is just superb, particularly because it shows how subtle and nuanced she could be. While "Now Voyager" and "All About Eve" may be more impressive (because she plays stronger characters) this is really a stunning, quiet, yet wonderful job.

You genuinely feel like these screen children love her. And, given the time period, you feel like Boyer does to.

This is a rather long film, but the direction is solid and it just keeps moving along.

The script is really solid as well. There is little wasted time. Everything clips along rather nicely and I was surprised at how I fell under the spell of this film...

Bette Davis drops her scenery-chewing manner and is absolutely docile and restrained throughout as a woman falsely accused of having a love affair with Charles Boyer. The real scene-stealer in this one is Barbara O'Neil (she was Scarlett O'Hara's demure mother). So much venom in her performance, she is a striking actress and was rightfully nominated for a Supporting Actress Oscar. All the period sets and costumes are magnificent, the supporting players are expert and, of course, Max Steiner contributes one of his most impressive background scores. Bette is the surprise here. It's nice to see her playing such a docile role with such skill and earnestness, getting full sympathy for her character. An absorbing, if overlong, period soap opera from the Rachel Field novel. Definitely worth seeing.