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It's hard to imagine a better tearjerker than 1940's Waterloo Bridge, a remake of the already-effective 1931 version that is simply one of the finest romantic sob-fests ever put on screen. Waterloo is so good that even many of those not inclined to enjoy this kind of "women's picture" may find themselves succumbing to its pull and may have to hide the hint of a tear as the film nears its inevitably tragic conclusion. The screenplay has been "softened" to conform to Code standards, so some of the rough edges of the earlier version have been scrubbed away. Yet the screenwriters and director Mervyn LeRoy don't let this deter them from creating an equally effective story or surprisingly complex characters. Even the supporting characters of the parents are handled well. They still must meet the Code-enforced dictates that they not approve of the prostitution that befalls Vivien Leigh's character, but they do so in a more nuanced manner than might be expected. Before Leigh's downfall, they also treat her character with more respect and acceptance than might be expected of the typical aristocratic couple in this kind of story. LeRoy's direction is marvelously assured throughout, and his handling of the "Auld Lang Syne" dance sequence is nothing short of magnificent. Best of all, however, are the performances of the leads. Leigh is luminous, radiant and charming, and handles the wide range of emotions demanded of her with expert care and intricacy. It's a dazzling yet never overpowering performance. More surprisingly, Robert Taylor is also top drawer. An actor whose performances could vary wildly, here he is in his element and his work was never better.