The supporting players include Edna May Oliver, Reginald Owen, Basil Rathbone, Lucille La Verne, Blanche Yurka, Henry B. Walthall and Donald Woods.

Charles Darnay, a French aristocrat who has rejected his rank and moved to England, and Sydney Carton, an alcoholic English advocate, both fall in love with Lucie Manette.

In short, it was a period very like the present...” Lucie Manette (Elizabeth Allan) and her servant and companion Miss Pross (Edna May Oliver) are informed by elderly banker Mr. Jarvis Lorry (Claude Gillingwater) that her father, Dr. Alexandre Mannette (Henry B. Walthall) is not dead, but has been a prisoner in the Bastille for eighteen years before finally being rescued.

Dr. Manette has been cared for by a former servant, Ernest De Farge (Mitchell Lewis), and his wife (Blanche Yurka) who own a wine shop in Paris.

Carton goes drinking with Barsad (Walter Catlett), the main prosecution witness and tricks him into admitting that he framed Darnay.

Charles' uncle, the Marquis St. Evremond is one of its first victims, stabbed in his sleep by a man whose child had been fatally run down by his coach.

While Lucie prepares to return to England, Madame De Farge goes to provoke her into denouncing the Republic, but she is intercepted by Miss Pross inside the now-vacated apartment.

While awaiting execution, a condemned, innocent seamstress (Isabel Jewell) who was sentenced at the same time as Darnay, notices Carton has assumed his identity.

According to TCM's Genevieve McGillicuddy, “Selznick had no trouble finding a lead actor... Ronald Colman had coveted the part since he began his career and knew the novel intimately.

Blanche Yurka, a noted Broadway actress at the time, made her film debut playing Madame De Farge.

[2] Andre Sennwald wrote in The New York Times of December 26, 1935: "Having given us 'David Copperfield', Metro-Goldwyn-Mayer now heaps up more Dickensian magic with a prodigally stirring production of 'A Tale of Two Cities' ... For more than two hours it crowds the screen with beauty and excitement, sparing nothing in its recital of the Englishmen who were caught up in the blood and terror of the French Revolution ...

The drama achieves a crisis of extraordinary effectiveness at the guillotine, leaving the audience quivering under its emotional sledge-hammer blows ... Ronald Colman gives his ablest performance in years as Sydney Carton and a score of excellent players are at their best in it ... Only Donald Woods's Darnay is inferior, an unpleasant study in juvenile virtue.

It struck me, too, that Blanche Yurka was guilty of tearing an emotion to tatters in the rôle of Madame De Farge ... you can be sure that 'A Tale of Two Cities' will cause a vast rearranging of ten-best lists.

"[6] The Marquis St. Evrémonde character from this production was nominated for the 2003 American Film Institute list AFI's 100 Years...100 Heroes & Villains.