Vivien Leigh, Robert Taylor, Lucile Watson , Virginia Field, Maria Ouspenskaya, C. Aubrey Smith .

Given the omnipresence of the Motion Picture Production Code in 1940, the second film version of Robert E. Sherwood's Waterloo Bridge would have to be laundered and softened to pass muster. In the original, made in 1931, the heroine is nothing more or less than a streetwalker, patrolling London's Waterloo Bridge during World War I in hopes of picking up the occasional soldier. She falls in love with one of her clients, a young officer from an aristocratic family. Gently informed by the young man's mother that any marriage would be absolutely impossible, the streetwalker tearfully agrees, letting her beau down gently before ending her own life by walking directly into the path of an enemy bomb. In the remake, told in flashback as a means of "distancing" the audience from what few unsavory story elements were left, the heroine, Vivien Leigh, starts out as a virginal ballerina. Robert Taylor, a British officer from a wealthy family, falls in love with Vivien and brings her home to his folks. This time around, Taylor's uncle (C. Aubrey Smith), impressed by Vivien's sincerity, reluctantly agrees to the upcoming marriage. When Taylor marches off to war, Vivien abandons an important dance recital to bid her fiance goodbye, losing her job as a result. Later, she is led to believe that Taylor has been killed in battle. Thus impoverished and aggrieved, she is given a motivation for turning to prostitution, a plot element deemed unecessary in the original-which indeed it was. Now the stage is set for her final sacrifice, though the suicidal elements are carefully weeded out. Waterloo Bridge was remade for a second time in 1956 as Gaby, with Leslie Caron and John Kerr.