Like its predecessor, the picture, made by MGM, stars Greer Garson and Walter Pidgeon, but it was filmed on-location in England.

The film was directed by H.C. Potter and produced by Sidney Franklin, from a screenplay by George Froeschel and Ronald Millar based on characters created by Jan Struther.

Judy, a corporal driver, is loved by Tom Foley, a captain in the Royal Engineers, but she is besotted with a general (Leo Genn) married but separated and twice her age.

Clem decides to stay in London and brings Tom into his architectural practice, and soon after he's made aware of his wife's illness.

Cinematographer Joseph Ruttenberg was almost let go due to British film union regulations, but was kept on after lead actress Greer Garson threatened to quit the production.