The Two Mrs. Carrolls is a 1947 American mystery film noir directed by Peter Godfrey and starring Humphrey Bogart, Barbara Stanwyck, and Alexis Smith.

While on vacation in Scotland, Sally Morton learns that her lover of the past two weeks, painter Geoffrey Carroll, is married, to an invalid no less, so she ends their romance.

Back home in London with his wife and pre-teen daughter, Beatrice ("Bea"), Geoffrey buys a package of a potentially-dangerous substance from chemist Horace Blagdon, signing the register with a false name.

Sally has been suffering from intermittent weakness and headaches for three weeks, but hopes Dr. Tuttle, the bumbling, alcoholic local physician, will give his approval for her to host a dinner party that evening.

Inspired by a newspaper article that says a series of local burglaries may be tied to a notorious strangler, Geoffrey ransacks the living room before going outside and breaking back into the house.

As Penny arrives outside with two police officers, Geoffrey begins to choke Sally to frame the burglar, but he stops when they get inside, and unlocks the bedroom door.

Before a screenwriter had even been assigned to the project, Warners announced that Bette Davis would star as Sally Carroll, and Jesse L. Lasky would produce.

[7] Meanwhile, Warners also purchased the rights to the Ayn Rand novel The Fountainhead, and announced Mervyn LeRoy would direct the film adaptation, and Humphrey Bogart and Barbara Stanwyck would star in it.

In the screenplay, the first Mrs. Carroll dies (off-screen) minutes into the film, and suspense replaces shock, as Sally slowly begins to suspect her husband of murder.

[11] Then, on February 9, 1945, the studio announced that it was placing its production of The Fountainhead on hold due to the high cost and unavailability of materials to construct the large architectural sets for the film.

The studio reportedly considered cutting or refilming the scene in which Bogart pounds on Stanwyck's bedroom door, demanding that she open it, but ultimately left it unchanged.

Theater owners were asked to promote the film by holding contests in which female patrons were to decide whether they looked more like Barbara Stanwyck or Alexis Smith.

[28] The Two Mrs. Carrolls is also one of several murder/mystery films and film noirs—such as A Double Life (1947), Experiment Perilous (1943), Gaslight (1944), Laura (1944), The Paradine Case (1947), The Picture of Dorian Gray (1945), Rebecca (1940), Scarlet Street (1945), A Woman's Vengeance (1947)—made in the 1940s in which a portrait (usually of a woman) plays a major role, by obsessing a character, by depicting a clue to a mystery, by summoning bad memories, by acting as a catalyst for action, or through some other means.

Film theorist Helen Hanson pointed out that any image of a strong, happy woman not only undercuts Carroll's artistic abilities, but also drives him insane.

In its publicity campaign for the picture, Warner Bros. played up Bogart's masculine screen image in order to counter any idea that his role might be effeminate.

Although Sally Morton knows that Geoffrey Carroll is a liar, having learned in the film's opening minutes that he has lied about his marital status, she nevertheless agrees to marry him.

She does not begin to suspect her husband may be poisoning her until after a conversation with her step-daughter about the death of the first Mrs. Carroll, but her paranoia becomes the dominant theme of the last half of the film.

[18] He stated that the one well-written and well-acted scene in the film occurs when Stanwyck breaks into Bogart's studio and sees his demonic painting of her.

[38] In 2012, Stanwyck biographer Dan Callahan called the film a "dreadful adaptation of a derivative stage thriller", and far too similar to Suspicion.

[39] Turner Classic Movies reviewer Jeremy Arnold was much more positive about the film, noting that its visuals were quite effective in creating an "impressive Gothic atmosphere.

Godfrey uses mysterious lighting, images of blowing curtains and haunting paintings, and sounds of creaking boards, closing doors, and church bells to build suspense and a creepy atmosphere.

He also thought the film well-produced, the musical score by Franz Waxman highly effective, and the scene depicting Stanwyck's discovery of the "angel of death" painting very good.