This is the second of the thrice filmed Fanny Hurst novel about the other woman. Tastefully directed and lensed by Robert Stephenson and Charles Daniels and featuring standout performances from Charles Boyer and Margaret Sullavan it is probably the best of the bunch.

Traveling salesman Walter Saxel and free spirit Ray Smith meet through an acquaintance and in the course of an evening become strongly attracted to each other. He is engaged but makes a decision to marry her on board a river boat. She unfortunately misses the boat and Saxel doesn't see her for another five years marrying in the meantime. They rekindle and she becomes his mistress. As he grows in fame and fortune she remains in the shadow for decades until his children confront her.

Boyer and Sullavan as the long time lovers display a wonderful chemistry with each other. Sullavan's husky voice and Boyer's suave inflection reinforced by telling glances unite the two in an odd but perfect romantic match. Richard Carlson as a well intentioned suitor is also well cast and Frank McHugh, allowed to stretch, shines as Ray's loyal friend with an eternal crush.

Director Stephenson does an excellent job of keeping mood subdued without resorting to hysterics to bring life to the story. His adults behaving like adults expressing and suppressing their feelings in a tempered but passionate way gives the film a graceful tension. Cinematographer Charles Daniels turns in his usual array of impeccably lit compositions such as an evening snowfall where Ray and Walter meet for the first time in five years and the powerful final moments that he along with Stephens jarring and effectively de-romanticizes with stunning portraiture that evokes Goya.