[6] The picture stars Margaret Lockwood, Phyllis Calvert, James Mason, Stewart Granger and Martita Hunt.
As they leave, the film flashes back to the early 1800s, and Miss Patchett's finishing school for young ladies.
Upon her return home, Clarissa's godmother arranges her marriage to the wealthy Marquess of Rohan (James Mason), a notorious rake who wishes only to have an heir.
On the way, her coach is waylaid by a mysterious man, Rokeby (Stewart Granger), who turns out to be the actor playing Othello.
Though he did not love her, Clarissa was his wife and a Rohan, so he beats Hesther to death with a cane, fulfilling the family motto, "Who Dishonours Us, Dies."
The New York Times thought it was old fashioned but enjoyed the depiction of the era saying it created a "lively scene for a sad story.
She was not pleased to be cast as Hesther, writing in her memoirs, "true, I had played that unpleasant little piece in The Stars Look Down after many misgivings.
[11] Lockwood says that James Mason's role was originally offered to Eric Portman who turned it down.
He later wrote: My willingness to sign a multiple contract, which is highly distasteful to me, was earnest of my own faith in the commercial potential of Lady Eleanor Smith’s novel.
It is a role I can handle well under English direction, for British studios don't concentrate on glamorising stars to such an extent that they become camera-conscious, thinking only of whether they are at the right angle to the camera.
[14]Lockwood said the second male lead was not cast "right up to the day before shooting began... lots of young men had been tried out, all unsuccessfully.
He had what seemed to be an enormous inferiority complex, which came out sometimes in a flow of bad language, and at other times in round abuse of everybody, because he hadn't done his piece as well as we wanted.
"[10] According to Maurice Carter, the art director Wally Mutton had a confrontation with the studio about the set being ready in time and left the film.
[17] She later said Leslie Arliss was "not at all" responsible for the eventual success of the film: He was a lazy director; he had got a wonderful job there and he just sat back... Ted Black was the one who would watch it, cut it, and know exactly what the audience would take.
"[19] James Mason had clashed with Leslie Arliss on a previous film and this tempestuous relationship continued while making Man in Grey.
Angered by my own inability to cope, I wallowed in a stupidly black mood throughout and since my own imagination had contributed nothing to the Lord Rohan who appeared on the screen, I have to conclude that only my permanent aggravation gave the character colour and made it some sort of a memorable thing.
[22] According to Kinematograph Weekly it came after In Which We Serve, Casablanca, The Life and Death of Colonel Blimp, Hello Frisco Hello and The Black Swan[23] It was the tenth most seen movie of the year in Australia.
[26] Screenonline wrote that it was "easy to see why" the film was so well received: It caught the national mood quite brilliantly, by fusing elements of previously successful "women's pictures" such as Rebecca (US, d. Alfred Hitchcock, 1940), Gaslight (d. Thorold Dickinson, 1940) and of course Gone with the Wind (US, d. Victor Fleming, 1939) with a surprisingly distinctive formula of its own, blending authentic star appeal (James Mason, Margaret Lockwood, Phyllis Calvert, the then newcomer Stewart Granger) with a plot whose novelettish surface concealed an intricate labyrinth of contrasts and doublings: good against evil, obedience against rebellion, male against female and class against class.
The Monthly Film Bulletin called the film " an elaborately produced version of Lady Eleanor Smith's novel, which, while good entertainment, is not outstanding, except in so far as it shows a British studio's competence to make this type of lavish literary production which hitherto only Hollywood has been able to do with consistent success.