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Conquest (1937)

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A polish countess becomes Napoleon Bonaparte's mistress at the urging of Polish leaders, who feel she might influence him to make Poland independent.


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Title: Conquest (1937)

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Complete credited cast:
Alan Marshal ...
Capt. d'Ornano
Henry Stephenson ...
Count Anastas Walewski
Paul Lachinski (as Leif Erikson)
Maria Ouspenskaya ...
Countess Pelagia Walewska
C. Henry Gordon ...
Prince Poniatowski
Claude Gillingwater ...
Stephan (Marie's servant)
Vladimir Sokoloff ...
Dying soldier
George Houston ...
Grand Marshal George Duroc
Rest of cast listed alphabetically:
Raymond Butler ...
Minor Role


After a brief informal meeting two months earlier when they were impressed with each other, Countess Marie Walewska formally meets Napoleon Bonaparte at a ball in Warsaw. When Napoleon notes her husband is three times her age, and as he is taken with her charms, he unsuccessfully tries to seduce her. She ignores his frequent letters and flowers until a few grim Polish leaders led by Senator Malachowski urge her to give into his desires as a personal sacrifice in order to save Poland. She goes to him despite the humiliation of her husband, who leaves for Rome to annul their marriage. They are extremely happy for a while; Napoleon divorces childless Empress Josephine and Marie eventually becomes pregnant. She is about to tell Napoleon about her baby when he tells her he decided to marry Archduchess Marie Louise of Austria. He explains it will be a political marriage to insure his future son could rule securely with Hapsburg blood in him. It will not affect their relationship, he says, ... Written by Arthur Hausner <>

Plot Summary | Add Synopsis


Drama | History | Romance


Approved | See all certifications »




Release Date:

22 October 1937 (USA)  »

Also Known As:

Beloved  »

Filming Locations:


Box Office


$2,732,000 (estimated)


$2,141,000 (USA)

Company Credits

Production Co:

Show detailed on  »

Technical Specs


Sound Mix:

(Western Electric Sound System)

Aspect Ratio:

1.37 : 1
See  »

Did You Know?


The lavish ballroom set where Napoleon dances with Marie Walewska is actually identical to that used in Maytime (1937) - the Jeanette McDonald /Nelson Eddy operetta. It has simply been redressed and given a different floor covering and shot from a different angle. See more »


Countess Pelagia Walewska: Who are you?
Emperor Napoleon Bonaparte: I am Napoleon!
Countess Pelagia Walewska: Napoleon? Napoleon who?
Emperor Napoleon Bonaparte: Hmm? Bonaparte!
Countess Pelagia Walewska: Napoleon Bonaparte? What kind of name is that? What nationality are you?
Emperor Napoleon Bonaparte: Corsican by birth. French by adoption. Emperor by achievement.
Countess Pelagia Walewska: So, you are an Emperor, are you? What are you Emperor of?
Emperor Napoleon Bonaparte: Emperor of France, madame.
Countess Pelagia Walewska: Hee, hee, hee. So you are Emperor of France. And my very good friend, His Majesty, King Louis Sixteenth abdicated in your honor, I suppose?
Emperor Napoleon Bonaparte: Well, he didn't know it at the time but in a sense he did, madame.
See more »


Featured in MGM Parade: Episode #1.31 (1956) See more »


1812 Overture
Music by Pyotr Ilyich Tchaikovsky
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User Reviews

Stunning visuals, marvelous performances, outstanding direction but not Garbo's best
20 January 2008 | by (Cieszyn, Poland) – See all my reviews

CONQUEST (1937) directed by one of Garbo's favorite directors, Clarence Brown, is a movie that appears to have multiple levels of analysis. It is a historical epic, it is a romance, it is a Garbo movie and a Charles Boyer movie at the same time. Moreover, it is a Hollywood classic production from the days when art meant something more than automatic computerized techniques.

I had usually wondered why many modern movie buffs turn to old films until I myself came across one or two true silver screen classics and fell in love with them. Now, for me, the most obvious answer to that question is that these films had a soul, they were made for beauty and passed this beauty to the world. In other words, they really had something to offer. However, they were also vehicles for stars. Among the actresses that still stands as a symbol of that cinema is Greta Garbo.

Garbo, however, does not appear to be so good here as in her other films. She has a difficult role that, logically, occurs quite vague for the Swede. She portrays a very specific patriot, a Polish patriot, Marie Walewska whose love to her nation is psychologically torn by the love to a great conqueror, Napoleon Bonaparte (Charles Boyer). He was, historically speaking, a great hope for the Poles since Poland did not exist at the map at the time and patriots hoped that by gaining Europe, he will help Poland rise again from the oppression of three neighboring empires. And that is mentioned clearly in the movie; yet Garbo turns out to be better in the romantic side of the role than in the historical one.

Charles Boyer as Napoleon is perfect. He truly portrays an ambitious unstable character: proud, inconsistent, emotional, sometimes furious, strong yet easily broken conqueror whose psyche is built upon power and madness, upon courage and fear. He is the one who shakes the very fundamentals of Europe and, to the contrary, the one who is shaken within. His performance is truly one among the very best in the history of cinema and, as a result, his character is usually dominant in CONQUEST even though the film is not solely on Napoleon. There are roles everlasting, like Peter Ustinov's in QUO VADIS (1951), Garbo's in QUEEN Christina (1933), Bergman's in CASABLANCA (1942). So is it with underrated Charles Boyer's in CONQUEST (1937).

Except for the aforementioned advantage of the movie, the historical events appear to be shadowed in the movie, directed towards background, like in many Hollywood movies of the time. Therefore, history is not a strong point of the film. Yet, the two other strengths about CONQUEST that should still be appreciated and cherished are stunning visuals and memorable moments. Clarence Brown was very good at directing elegant sequences in royal courts. He proved that in ANNA KARENINA a few years earlier as well as in other of his productions and that is exactly what we have here in CONQUEST: exceptionally beautiful picture of a "luxurious life" with lavish sets. Consider, for instance, the Schonnbrunn scenes or a visually symbolic pearl when the map of Europe is shadowed by the figure of Napoleon.

As far as memorable moments are concerned, I most admired the romantic short scene when Napoleon tells Walewska "I love you" - such a well known sentence in cinema, yet presented in a beautiful way: snow falls as if it sealed their words. Among funny moments, the one worth considering is the hilarious conversation between Napoleon and Countess Pelagia Walewska: when she asks him who he is and he tells her "Napoleon", that does not make sense to her at all. I also laughed at the scene when Napoleon learns to dance with Walewska. Among the supporting cast, the performance that I find worthy attention is Dame May Witty's as Laetitia Bonaparte, Napoleon's mother.

CONQUEST is a very beautiful film, a classic like many other movies of the time. However, as I have already mentioned, do not treat it as Garbo vehicle or your first Garbo movie for it is not. CONQUEST is the last film Garbo made with Clarence Brown, her last great love story but it is not at all similar to ANNA KARENINA or QUEEN Christina. CONQUEST is foremost an epic, a romance, a picture of sentimental patriotism and a Charles Boyer splendid manifestation of talent. 9/10

5 of 5 people found this review helpful.  Was this review helpful to you?

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