Of Human Bondage (1934) was derived from the 1915 novel of the same name by W. Somerset Maugham. The tragic story's adaptation about a crippled doctor's destructive and compulsive passion for a coarse waitress was advertised with the tagline on one of its posters: "The Love That Lifted a Man to Paradise...and Hurled Him Back to Earth Again."

The melodramatic film was remade in 1946 (with Eleanor Parker and Paul Henreid), and again in 1964 (with Kim Novak and Laurence Harvey).

This RKO film, directed by John Cromwell, is mostly known because Bette Davis' star-making, over-the-top, theatrical performance was passed over for a Best Actress Oscar nomination, although she was an unofficial write-in candidate. The next year, she was compensated with a Best Actress Academy Award for her less compelling work in Dangerous (1935).

In this pre-Code romantic drama about an obsessive, manipulative romance of a cheating female with a male benefactor in "bondage" to her, there were issues of promiscuity, adultery, a birth out-of-wedlock, naked drawings, and a retributive death from TB/syphilis during prostitution.

The film tells the story of a club-footed, sensitive artist Philip Carey (Leslie Howard), an Englishman who had been studying painting in Paris for four years, but is advised by his art teacher Monsieur Flourney (Adrian Rosley) that his work is mediocre and second-rate, and that he lacks promise ("There is no talent here, merely industry and intelligence. You will never be anything but mediocre"). So Philip returns to London, England to take up studies to become a medical doctor.

In England, he becomes infatuated - and then obsessed by a blonde, lower-class, anemic, trashy, slatternly and vulgar, Cockney-accented, pale-faced and illiterate tearoom waitress named Mildred Rogers (Bette Davis). He becomes preoccupied and smitten with her, even though she is disdainful of his club-foot (she sneered when he walks out of the tearoom) and his obvious all-encompassing interest.

The self-centered and vindictive Mildred makes "I don't mind" her standard response to him when he expresses an interest in asking her out. In the first instance of this saying, in the tearoom, Philip asks: "I say, will you dine with me some time? We'll go to the theatre?" - and she responds: "I don't mind." Although he is attracted to Mildred, she is manipulative, repugnant, exploitative, callous, two-timing, shrewish and cruel toward him, for example, she insults him: "For a gentleman of brains, you don't use 'em!"; after their initial date, he asks for another date: "May I see you again," and she responds: "I don't mind" and coldly adds: "If you don't take me out, someone else will." She promptly dismisses him when he returns her to her home.

When he meets up with her again, he is frustrated by her "I don't mind" responses, and tells her: "Look here, don't say that any more, will you?"; she refuses a good-night kiss; and she stands him up for another theatre date - she claims her Aunt is ill, but her real excuse is that she has already accepted a date from loutish, boisterous, womanizing salesman Emile Miller (Alan Hale), another tearoom customer. Philip stalks her that night and realizes she has lied to him; when he threatens to leave her for good, she delivers a nasty insult to the crippled 'hang-dog' Philip for becoming romantically-interested in her, at the start of her promiscuous, cheating affair with Emile:

Good riddance to bad rubbish.

Philip's obsessed, idyllic daydreams and night-dreams about her soon become a major problem: (as they dance in his dream, he tells her: "I've been looking for you all my life"); and then later, as he studies, Mildred's image appears over an illustration in his voluminous medical school anatomy textbook, and in the classroom where he is taking his mid-year medical examination, a skeleton is transformed into Mildred; these thoughts cause him to be distracted from his scholastic studies and he fails his exam. Philip's older age, sophistication, low self-regard and self-deprecation, self-consciousness about his club-foot, and obsessive introspection make his relationship with Mildred doomed from the start. He admits to her:

Of course you don't like me. I'm a cripple.

However, Philip contemplates marriage with Mildred and tells his school friends his reasoning: "Because I'm so in love with her." He purchases a ring for 30 shillings and proposes marriage to Mildred over dinner ("I want you to marry me"). She immediately declines his ring, telling him that she would instead be marrying Emile Miller:

I'm so sorry, Philip...The fact is, I'm going to be married...(to) A man I know. He earns very good money...I'm getting on. I'm 24. Time I settled down. This gentleman earns 7 pounds a week. He's got good prospects. Well, this is goodbye. I hate to eat and run, Philip, but I have an engagement. I'm going to the theatre with the gentleman that I'm going to marry.

From afar, later in front of the theatre, Philip watches as she exits the theatre to a taxi-cab arm-in-arm with Emile - and as the love-sick, crushed Philip stumbles along, he imagines them getting married (the camera image blurs).

After the bitter rejection, the tormented Philip forgets all about Mildred when he falls in love with the attractive and considerate Norah (Kay Johnson), a romance-story tabloid writer (working under a masculine pseudonym Courtenay Paget) who is sympathetic toward him. She slowly cures him of his painful addiction to Mildred and her abominable treatment of him. Just when it appears that Philip is finding love and happiness, Mildred suddenly returns to him, claiming that Emile has abandoned her (and not married her because he was already married), after finding her pregnant. The weak-willed Philip cannot resist rescuing Mildred, and helping her to recover from her failed relationship. He takes pity on tearful Mildred's penniless state and gives her apartment rent money and arranges to take care of her financially. He completely forgives her when she turns contrite and sorry for deserting him.

Philip explains his subsequent break-up with Norah due to his "bondage" - he tells her: "I'm sorry. It's just over...You've been wonderful to me. It's just that I..." - Norah interrupts and describes their imbalanced relationship: "Of course, I knew you never loved me as much as I loved you," and Philip agrees:

There's usually one who loves and one who is loved.

He confesses that Mildred has come back and that he is "bound" to her. Both admit how bondages exist between people:

Norah: "After all she's done, how could you?...It's just as though you were bound to her in some way...as I am to you. As she was to Miller."
Philip: "As every human being is to something or other."

In the hospital, Mildred reacts indifferently to her child (fathered out-of-wedlock by Emile): "Funny-looking little thing, isn't it? I can't believe it's mine." Philip's misguided intention is to marry Mildred after her child is born, but a bored and restless Mildred is a disinterested mother after the baby's birth, and gives up the baby's care to a nurse.

During a dinner party with Mildred and Philip, one of Philip's medical student friends, Harry Griffiths (Reginald Denny), flirts in an outrageous fashion with Mildred, causing her to ignore Philip, even though he is supporting her. After Philip confronts Griffiths for his behavior ("Don't take Mildred away from me"), his friend claims: "She's nothing to me at all! Nothing at all!" However, after also confronting Mildred about her interest in Griffiths, she admits that they mutually love each other, and that she is sexually attracted to Griffiths - unlike her 'friend'-type love for Philip:

Mildred: "Can't help it if I love him, can I?...It's no use going on about it, Philip. You said yourself that I couldn't help it if I'm in love with him."

Philip tries to buy Mildred's love - he asserts his care for her by supporting her with an apartment and clothes. But then, he also implies, when suspicious of her interest in Griffiths, that she is "cheap" and "vulgar" - she slaps him, and announces her decision to run off with Griffiths to Paris. He emphatically orders her: "Get out! GET OUT!" However, it isn't long before Griffiths tells Philip that they have broken up: "Mildred and I are all washed up."

For a second time, Philip again finds some comfort in his studies, and with another female: 20 year-old Sally Athelny (Frances Dee) - the tender-hearted and sweet daughter of one of his elderly patients Thorpe Athelny (Reginald Owen) recuperating in a charity hospital ("Here I am in a charity hospital, because my father loved fast women and slow horses"). The good-hearted Athelny family is caring and affectionate, and warmly accepts Philip into their home.

But again, Mildred returns penniless and now with her baby in tow, and Philip wishes to help her to recover. After moving in with Philip (because he can't afford a separate apartment for her), Mildred is, at first, conciliatory ("You've always been much nicer to me than I deserved. I'm beginning to realize how silly I've been") and promises to cook for him and clean ("Maybe some day you'll... you'll feel better about me and things will be like they used to be"), but soon things take a turn for the worse. She becomes very critical and abusive of him - and is especially disdainful of his "drawings of naked people" on the mantle, and his coldness to her ("He's not in love with anybody").

In the film's most famous sequence, when she attempts to be sexy and flirtatious with him in a low-cut negligee, she drapes herself next to him, but he pushes her away: "Please get up. You're making a fool of yourself and a fool of me...You disgust me." She viciously retaliates and berates him, ending her tirade by calling him a cripple:

Me?! I disgust you? You, you, you're too fine! You'll have none of me, but you'll sit here all night looking at your naked females...You cad! You dirty swine! I never cared for you, not once. I was always makin' a fool of ya. You bored me stiff! I hated ya! It made me sick when I had to let ya kiss me. I only did it because ya begged me. Ya hounded me and drove me crazy! And after you kissed me, I always used to wipe my mouth! WIPE MY MOUTH! I made up for it. For every kiss, I had a laugh. We laughed at ya, Miller and me, and Griffiths and me, we laughed at ya! Because you were such a mug, a mug, a mug! You know what you are? You gimpy-legged monster? You're a cripple! A cripple! A cripple!

Afterwards, she spitefully wrecks his apartment (with his nude drawings and books) and burns the securities/bonds he was given by his Uncle William Carey to finance his medical college tuition expenses, before leaving with her baby. Destitute and forced to quit medical school and vacate his apartment, Philip is fortuitously offered a foot operation to rid himself of his deformity before leaving his studies. Although he seeks employment, he can't find work and becomes mentally depressed. Sally's father offers him room in the Athelny home ("You're to stay until you get your bearings"). He accepts a job for Sally's father as a department store's shopping window designer.

In the film's ending, Mildred has again located Philip. She is sick, distraught, unwell, ill (with a deep cough) and destitute (with black circles under her eyes). [Note: Presumably, she was living as a streetwalker in a dingy brothel, and working as a cheap prostitute, although she was portrayed as suffering from tuberculosis (it had been changed from neurosyphilis or locomotor ataxia to satisfy the demands of the Hays Code).] She asks: "It's not...me lungs, is it?" Mildred's baby died the previous summer. Philip gives her some money and a medical prescription, but denies her any other assistance. Philip finishes medical school (due to an unexpected inheritance from his deceased uncle), and is hired to be the ship's physician on a cruise boat sailing for Sydney, Australia. Philip has a choice - should he remain in London and make plans to marry Sally who is in love with him, or accept the cruise job and sail away?

In the last few moments, Mildred is found close to death (the attending medical personnel comments: "Well, this is what you might call the irony of fate"), and she is taken to a hospital charity ward, where Philip learns of her death (from TB or syphilis?). He is finally liberated, free at last from his obsessive bondage, and able to remain in England and propose marriage to Sally right away:

I had to be free to realize that. I had to be free to understand that all those years I dreamed of escape was because I was limping through life...That's all over. I'm not limping any more. My life's all right....everything that's beautiful to me is right here. Won't you please marry me, Sally?