In an extended flashback narration, it recounts the story of a dancer and an army captain who meet by chance on Waterloo Bridge in London.

Roy, a captain in the Rendleshire Fusiliers on his way to the front, and Myra, a ballerina, serendipitously meet crossing Waterloo Bridge during an air raid, striking up an immediate rapport while taking shelter.

Awaiting Lady Margaret's belated arrival at a tearoom, Myra scans a newspaper and faints after finding Roy listed among the war dead.

Unable to disclose the dreadful news, Myra's banal and incoherent conversation is unsettling to her prospective mother-in-law, who withdraws without seeking further explanation.

Feeling that she has alienated Lady Margaret and having no desire to live, the heartbroken Myra joins her friend Kitty and resorts to prostitution as well.

The couple travel to the family estate in Scotland to visit Lady Margaret, who deduces the misunderstanding that occurred at the tearoom.

Myra is also accepted by Roy's uncle, the Duke, but he inadvertently feeds her guilt by saying that she could never do anything to bring shame or dishonour to the family.

In the original play and film, based on Sherwood's personal experiences, both characters are Americans; Myra is an unemployed chorus girl who has turned to prostitution and Roy is a callow 19-year-old expatriate who does not realize how she makes money.

However, in the 1940 version, both are British, Myra a promising ballerina in a prestigious dance company who becomes a prostitute only after believing that her sweetheart has been killed and Roy a mature officer of Scottish nobility.

In the original film, Myra is accidentally killed after her situation with Roy has apparently been happily resolved; in the 1940 version, she commits suicide when her inner conflict becomes insurmountable.

Leigh wanted Laurence Olivier for the role of Roy Cronin and was unhappy that Taylor had been cast in the part, although she had enjoyed him on the set of A Yank at Oxford.

[3] She wrote to her husband Leigh Holman: "Robert Taylor is the man in the picture, and as it was written for Larry, it's a typical piece of miscasting.

Ethel Griffies and Rita Carlisle (then Carlyle), cast respectively in the 1931 film as Myra's landlady and a woman on the bridge when they meet, appear in the 1940 version in similar roles.

[5] In a contemporary review for The New York Times, critic Bosley Crowther was effusive in his praise for Vivien Leigh: "Let there be no doubt about it.

[10] Waterloo Bridge was dramatized as a half-hour radio play on two broadcasts of The Screen Guild Theater, the first on January 12, 1941 with Brian Aherne and Joan Fontaine and the second on September 9, 1946 with Barbara Stanwyck and Robert Taylor.