It's not exactly history, nor, for that matter, is it exactly Dickens, but is it ever Hollywood!-a sublime example of what an ambitious MGM production can do with a revolution. While it rearranges much of the narrative, Jack Conway's film closely follows the melodramatic spirit and the themes of the novel, drawing us in immediately and inextricably with its opening scene, set "A certain evening late in the 18th century..." Much of the first part of the film is spent building up a mighty case against the aristocracy, marvelously recreating Parisian squalor "under the shadow of the Bastille" and giving Basil Rathbone, as The Marquis St. Evremonde, lines like "With what I get from these peasants I can barely afford to pay my perfume bills." Then Ronald Colman's hard-drinking, cynical Sydney Carton takes over and the rest of the film belongs to him-to his suaveness beneath the swagger, his smoldering love for Lucie Manette (Elizabeth Allan), and his manifest destiny to do that "far far better thing" for Lucie and Charles Darney (Donald Woods). (Sydney is everything the aristocracy should and could be, the film implies.) Only the seizing of the Bastille can divert our attention from him in a riveting, Eisensteinean montage sequence designed by Jacques Tourneur and Val Lewton. Edna May Oliver as Miss Pross and Blanche Yurka as Madame de Farge are a delightfully opinionated duo to counter the blandness of the Lucie Manettes and Charles Darneys of this world.