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The movie that sold quite a few boxes of Kleenex when it opened in 1939. Bette Davis, in a role she has cited as her most favorite, plays Judith Traherne, a free spirited young woman who loves to horseback ride, be in the company of her dearest friend, Ann (Geraldine Fitzergald), and just enjoy life. Her life is pretty much horses though (despite having one to many drinks now and then and smoking like a chimney), and on her large estate she breeds and rides them quite frequently. The horses are cared for by stableman Michael O’Leary (Humphrey Bogart). But Judith is hiding a secret that is becoming more and more obvious to those around her. She has headaches that incapacitates her and experiences dizzy spells, which causes her to fall off her horse and accidentally fall down a flight of stairs. Stubborn and fool hearted, she refuses to see a doctor about it, despite strong warnings from family physician Dr. Parsons (Henry Travers). But Judith is finally convinced to see Dr. Frederick Steele (George Brent), who on the day that Judith arrives is readying to close down his practice for a simpler life.

Well, you tell Dr. Parsons I've waited nine years to catch this train. I'm not going miss it just because some Long Island nitwit fell off her horse he quips to his assistant Ms. Wainwright (Dorothy Peterson). He plans to leave for Vermont to carry out research without being stressed out on the growth of brain cells. He eventually decides to quickly examine Judith before catching his train. At first Judith, who isn’t too fond of doctors, is reluctant to give in to any diagnosis. But she gives in and listens to what may be wrong with her. A few days after several tests where done, it is confirmed that Judith will have to have brain surgery. Judith is frightened and resistant about the idea, and her feelings obvious. Suppose we just don't talk about it anymore she asks, hoping it’ll go away.

Judith once again gives in and listens to reason and has the operation. But unfortunately Steele is informed that the operation was a failure, and that the tumor is inoperable. Steele, beginning to fall for Judith, decides not to inform her that in a few months time her life will end. She is full of life and spirit, and he doesn’t want to rob her of that. Judith to is growing fonder of Dr. Steele. Her friends see how glowing she is when she speaks of him, and she writes little love letters to him. She is even less arrogant than before and less selfish. But Ann soon inquires as to whether something is wrong by Dr. Steele and he tells her the truth about her good friend. To comfort her, he explains that Judith will feel no pain during the next few months, even on the day of her death. Before it happens though, Judith will lose her eyesight and the end will occur a few hours later. Steele tells Ann that she cannot say a word about it, that Judith has the right to live out her life in peace of mind. Ann is of course anguished, but does her best to keep this horrible secret.

Ann continues to see Steele in private wondering if anything can be done and if there is anyone they can turn to. But Judith begins to believe that the two are having an affair behind her back (her and Steele have been recently engaged to marry), and knowing full well where Ann was one day, asks her where she had gone. She was of course with Steele, which Judith knows, but is lied to. But soon enough she realizes why the two have been sneaking around her back. While in Steele’s office, she reads through her file and discovers that she has not recovered and that she has a few months left to live. The words Prognosis Negative is in her file. Judith finds Ann and Steele in an elegant New York restaurant and reveals she is on to them. She is furious with Steele, believing he is only in love with her out of self-pity.

Later that night, after winning first prize at a horse race, Judith’s carefree attitude has turned to hard cynicism, which doesn’t leave her in high favors with those around her. She ventures off to the stables where she meets up with Michael. There the sexual tension between the two is present, as Judith lights up a cigarette and throws the match on the ground. What are you trying to do? Burn us up?, Michael inquires. Are you afraid to burn, Michael? Are you afraid to die? Judith shoots back. Despite their differences in class, they are suddenly attracted to one another. But Judith cannot contain herself, and admits to him she is dying and tells herself that her final few months should be peaceful.

But waiting for death is something Judith had never counted on, and after a reconciliation with Steele, and the two wed. The next few months are happy, and Judith’s condition is never an issue, though always present. However, one day while in garden with Ann, Judith looks up at the sky:

Ann, there's a storm coming...It's getting darker by the minute. We'll have to take our raincoats with us. Oh, it'll rain cats and dogs and ruin all our nice bulbs. Look how it's clouding up. It's getting darker every second. It's funny; I can still feel the sun on my hands.

The sign that death is approaching is of course blindness, and Ann recognizes it at once and begins to panic. In the films most dramatic moment, the two women cling to each other in horror that it has finally arrived. But she doesn’t tell Steele, who is getting ready to leave for a few days on an important business trip. She gives him the same as he gave her, and that is keeping him hidden away from the truth. She helps pack his bags and sees him to the door. She then tells him, Nothing can hurt us now. What we have can't be destroyed. That's our victory… our victory over the dark. It is a victory because we're not afraid. Judith then helps Ann plant her favorite flowers in the garden. She says her goodbyes to Ann afterwards and goes upstairs to her room where she tells her housekeeper she does not wish to be disturbed. Knowing what Judith means, she leaves and Judith sits comfortably on the bed ready to face death. She dies with integrity.

Yes the movie is one long soap opera. Yes the movie knows how to pull out heartstrings and yes it has all been done before. But there is a tremendous amount of respect and care put into the script that we simply don’t care we are being manipulated. We don’t care because we have such wonderfully well-done performance to fall back on because of that we genuinely care about the characters and not just the situation. Davis claimed that the character of Judith was 98% her, and one can see why she was attracted to the role. A headstrong and vulnerable woman who at first becomes a victim of her situation and then overpowers it with dignity.

Warner Brothers was reluctant to do the film at first, saying no one would want to see some woman go blind and die. But the movie opened to rave reviews and the crowds came in droves and was one of 1939’s biggest hits. Davis received her third of ten nominations, but of course lost out to Vivian Leigh’s GONE WITH THE WIND. But Davis had already won the year before for JEZEBEL (a constellation film for being passed over for WIND), and her box-office draw and critical praise should definitely have been reward enough. But though Leigh’s performance that year was the talk of tinsel town, Davis earned her best reviews ever for her electrifying performance.

However, Bogart didn’t fit into the minor role, having way too much presence as an actor to do a thankless job (this would mark the fourth and final time Humphrey and Davis starred alongside each other, after THE PETRIFIED FOREST, MARKED WOMAN and KID GALAHAD). George Brent also does a magnificent job as Steele, and Geraldine Fitzergald (nominated that year for Supporting Actress in WUTHERING HEIGHTS), does a wonderful job as Ann.

If you hated TERMS OF ENDEARMENT, chances are you’ll hate this one to. But a must for those who enjoy blubbering like a baby, and a definitive must for Davis fans.

My Grade: A-