After he has abruptly proposed to her, he invites her to his room-service breakfast table:

de Winter: My suggestion didn't seem to go at all well. Sorry.
Woman: Oh, but you don't understand. It's that I, well, I'm not the sort of person men marry.
de Winter: I don't know what you mean.
Woman: I don't belong in your sort of world, for, for one thing.
de Winter: Well, what is 'my sort of world?'
Woman: Oh well, Manderley, you know what I mean.
de Winter: Well, I'm the best judge of whether you belong there or not. Of course, if you don't love me, that's a different theorem. A fine blow to my conceit, that's all.
Woman: Oh, I do love you. I love you most dreadfully. I've been crying all morning because I thought I'd never see you again.
de Winter: (He touches her hand.) Bless you for that. I'll remind you of this one day. You won't believe me. It's a pity you have to grow up.

After the young woman accepts his untraditional proposal, he asks that she pour him some coffee, with two ounces of sugar and some milk. Mrs. Van Hopper is invited to Maxim's hotel room to be told the news of the engagement. She turns toward her ex-traveling companion and delivers a final farewell [the speech prefigures the contemptuous housekeeper at Manderley]:

So this is what's been happening during my illness! Tennis lessons my foot! I suppose I have to hand it to you for a fast worker. How did you manage it? Still waters certainly run deep. Tell me, have you been doing anything you shouldn't?...But you certainly have your work cut out as Mrs. Sir Manderley. To be perfectly frank with you, my dear, I can't see you doing it. You haven't the experience, you haven't the faintest idea of what it means to be a great lady. Of course, you know why he's marrying you, don't you? You haven't flattered yourself that he's in love with you. The fact is - that empty house got on his nerves to such an extent, he nearly went off his head. He just couldn't go on living alone...Hmmph, Mrs. de Winter! Goodbye, my dear and Good Luck.

After their strange, whirlwind romance and courtship, the couple has a hasty ceremony in a French provincial marriage office. Instead of a traditional bridal veil, Maxim smothers his new bride with a large bouquet of flowers.

They return to de Winter's enormous ancestral English estate - Manderley. Arriving in an open car, when they first view the vast estate from its outside iron gates, the sun is shining brightly. Maxim reassures her:

There's no need to be frightened, you now. Just be yourself and they'll all adore you. You don't have to worry about the house at all. Mrs. Danvers is the housekeeper - just leave it to her.

By the time they arrive at the front of the grand country house, clouds have gathered overhead and a dark thunderstorm threatens. When it begins to rain, Maxim offers to cover his new bride's head with his coat. In Manderley's great front hall, they are greeted by an army of over fifteen servants standing as if posed for a picture. The young Mrs. de Winter meets the unsmiling, severe, ominous, dark-haired, and slightly hostile housekeeper Mrs. Danvers (Judith Anderson): "How do you do? I have everything in readiness for you." They both stoop to pick up the young woman's dropped gloves.

Later that evening in the new bride's bedroom, the black-garbed (mourning clothes for the deceased Rebecca), austere housekeeper suddenly appears and surveys the young girl from head to foot. Almost immediately, although subtly, Mrs. Danvers expresses some hostility toward her new mistress - the new Mrs. de Winter. Danvers informs her that she must have a "personal maid" and that her grand bedroom will be in the East Wing, a part of the large home that has never been used before: "Of course, there's no view of the sea from here. The only good view of the sea is from the West Wing." Mrs. Danvers started as a maid at Manderley when the first Mrs. de Winter was a new bride.

On their way downstairs, they traverse the long, shadowy, gloomy hallways, where Mrs. Danvers notes the doorway to the West Wing. Before the first Mrs. de Winter's death, the de Winters had lived in the West Wing overlooking the sea: "It's not used now. It's the most beautiful room in the house. The only one that looks down across the lawns to the sea. It was Mrs. de Winter's room." Mrs. Danvers' pathological devotion, adoration, and obsessive worship of the revered memory of Rebecca haunts each of her statements. [Mrs. Danvers seems herself possessed and haunted by the dead woman, revealing her crazed attachment and adoration of the previous Mrs. de Winter.] The new Mrs. de Winter, believing that she lacks social skills and the graces of de Winter's first wife, lives in the shadow of her predecessor, completely lost and overwhelmed by the immensity of Manderley.

The next day, while Maxim attends to business with the manager of the estate Frank Crawley (Reginald Denny), Mrs. de Winter is left alone to be fussed over by butlers. Painfully awkward and clumsy, she trips and then appears dwarfed by and lost in the "big" banquet hall. In the morning room, she notices Rebecca's monogrammed stationary on the desk. A phone call from the gardener asks for Mrs. de Winter. She is too new a bride to know her new name, accept her new identity, or recognize herself as the one being addressed: "Mrs. de Winter? Oh, I'm afraid you've made a mistake. Mrs. de Winter's been dead for over a year. (She hangs up the phone and then realizes her mistake.) Oh, I mean..."

The omnipresent, cold Mrs. Danvers [who appears or mysteriously materializes, without coming or going through doors in almost all her entrances in dark hallways, archways and doorways] requests her mistress' approval of the lunch menu, especially her specific instructions about sauces. Mrs. de Winter shrinks in her chair, deferring to what the ex-Mrs. de Winter would have ordered. She kowtows to her housekeeper who has presumably instructed the entire household staff to not vary routines established by Rebecca. The heroine ungraciously and ineptly disturbs the respectability and silence of Manderley by breaking a treasured ceramic china cupid on the desk. She fearfully hides the pieces of the broken statue in the back of Rebecca's desk drawer.

Maxim's sister Beatrice Lacy (Gladys Cooper) and brother-in-law Major Giles Lacy (Nigel Bruce) arrive for lunch. Before meeting them, she is disturbed when she overhears Major Lacy speculating that the new Mrs. de Winter may be an "ex-chorus girl...He picked her up in the south of France, didn't he?" Beatrice asks how she is getting along with Mrs. Danvers and then assures her:

Oh, there's no need for you to be frightened of her. But you shouldn't have any more to do with her than you can help...You see, she's bound to be insanely jealous at first, and she must resent you bitterly...Don't you know? Why I should have thought Maxim would have told you. She simply adored Rebecca.

During and after lunch, the Lacys discover that the new Mrs. de Winter doesn't have any of the capabilities of the previous Mrs. de Winter - she can't hunt, ride, or rhumba dance - she only "sketches a little." A hushed silence comes over the table when the young bride denies knowing how to sail, until Major Lacy expresses his relief: "Thank goodness for that." Beatrice also disparages the hair style and dress of the new mistress of the manor:

Oh well, don't go by me. I can see by the way you dress you don't care a hoot how you look.

Mrs. de Winter relates the content of her conversation with Beatrice to Maxim: "I was quite different from what she expected...Oh, someone smarter and more sophisticated I'm afraid." She is made to feel inferior when often reminded of what a splendid woman her predecessor had been.

Preparing for a walk about the place and along the cliff top with Maxim, she is treated as a schoolgirl once again when he insists that she wear her raincoat: "You can't be too careful with children." She pleads with Maxim to follow their dog Jasper as it scampers down to a cove and beach house, although Maxim dismisses the suggestion: "Oh, it's a perfectly dull, uninteresting stretch of sand, just like any other." Despite Maxim's wishes, she catches up to the dog at the old cottage - where she disturbs and frightens "Barmy" Ben (Leonard Cary), a deranged drifter who recognizes the dog. Inside the beach house, Mrs. de Winter looks for a rope to tie up the dog, and finds more evidence of Rebecca's influence ("R de W" monogrammed towels). The strange man asks her not to reveal his hideout ("You won't tell anyone you saw me in there, will you?"), and then hauntingly remembers the former mistress: "She's gone in the sea, ain't she? She'll never come back no more."

When she catches up with Maxim striding back to the mansion, he is furious and unhappy with her for going into the beach house and orders her never to return there. Regretful, he mutters that he was wrong to bring her to Manderley:

You know I didn't want you to go there, but you deliberately went...Don't go there again, you hear!...Because I hate the place and if you had my memories, you wouldn't go there or talk about it or even think about it...We should have stayed away. We should never have come back to Manderley. Oh, what a fool I was.

After she dries her tearful eyes, she notices the "R" monogrammed handkerchief that he has offered her.

One morning, curious about the beach house and Rebecca's fate (a death that is shrouded in secrecy), Mrs. de Winter questions Frank Crawley about the past and learns the details of Rebecca's death in a tragic boating accident:

Mrs. de Winter: What did she use the cottage for?
Crawley: The boat used to be moored near there.
Mrs. de Winter: What boat? What happened to it? Was that the boat she was sailing in, when she was drowned?
Crawley: Yes. It capsized and sank. She was washed overboard.
Mrs. de Winter: Wasn't she afraid to go out like that alone?
Crawley: She wasn't afraid of anything.
Mrs. de Winter: Where did they find her?
Crawley: Near Edgecoombe, about 40 miles up channel about two months afterwards. Maxim went up to identify her. It was horrible for him.
Mrs. de Winter: Yes, it must have been. Mr. Crawley, please don't think me morbidly curious. It isn't that. It's just that I feel at such a disadvantage. All the time, whenever I meet anyone, Maxim's sister or even the servants, I know they're all thinking the same thing. They're all comparing me with her - with Rebecca.
Crawley: You mustn't think that. I can't tell you how glad I am that you married Maxim. It's going to make all the difference to his life. And from my point of view, it's very refreshing to find someone like yourself, who is not entirely in tune, shall we say, with Manderley.
Mrs. de Winter: That's very sweet of you. I dare say, I, I've been stupid, but every day, I, I realize the things that she had that I lack - beauty and wit and intelligence and all the things that are so important.
Crawley: Oh, you have qualities that are just as important, more important if I may say so - kindliness and sincerity, and if you'll forgive me, modesty mean more to a husband than all the wit and beauty in the world. We, none of us, want to live in the past, Maxim least of all. It's up to you, you know, to lead us away from it.
Mrs. de Winter: I promise you I won't bring this up again, but before we end this conversation, would you answer just one more question?
Mrs. Crawley: If it's something I'm able to answer, I'll do my best.
Mrs. de Winter: Tell me, what was Rebecca really like?
Crawley: I suppose, I suppose she was the most beautiful creature I ever saw.

While preparing to view home movies of their honeymoon together, a boorish Mr. de Winter asks why his wife has changed both her dress and hair style. [His wife's sense of identity is built upon pleasing others, and she attempts to dress in the sophisticated English style of the previous Mrs. de Winter after reading BEAUTY, a magazine 'for smart women."] When the film breaks during projection and Fritz the butler disturbs their conversation, he announces that Mrs. Danvers has accused one of the staff of stealing a china ornament. Mrs. de Winter takes the blame and admits, to her embarrassment, that she carelessly broke the expensive china cupid in the morning room, but was so fearful of the consequences with the servants ("I was afraid he'd take me a fool") that she hid the broken pieces in the back of a desk drawer. Maxim is too preoccupied or insensitive to realize that his wife is painfully lonely, insecure and sincerely fearful.

Always feeling uneasy and intimidated with her new life, she tries to make him understand, in the flickering light of the home movies, how inadequate she feels with everyone. She is always feeling dominated and compared to the overwhelming presence of the memory of Rebecca, and forever suffering hostile indignities from Mrs. Danvers. He suddenly feels selfish for marrying her at such a young age:

Mr. de Winter: Oh hang Mrs. Danvers. Why on earth should you be frightened of her? You behave more like an upstairs maid or something, not like the mistress of the house at all.
Mrs. de Winter: Yes, I know I do. But I feel so uncomfortable. I try my best every day, but it's very difficult, with people looking me up and down as if I were a prize cow.
Mr. de Winter: Well, what does it matter if they do? You must remember that life at Manderley is the only thing that interests anybody down here.
Mrs. de Winter: What a slap in the eye I must have been to them then. I suppose that's why you married me, cause you knew I was dull and gauche and inexperienced. There would never be any gossip about me.
Mr. de Winter (frowning): Gossip? What do you mean?
Mrs. de Winter (defensively): I-I don't know. I just said it for something to say. Don't look at me like that. Maxim. What's the matter? What have I said? (He stops the film and turns on the light.)
Mr. de Winter: It wasn't a very attractive thing to say, was it?
Mrs. de Winter (apologizing): No. It was rude, hateful.
Mr. de Winter: I wonder if I did a very selfish thing in marrying you.
Mrs. de Winter: What do you mean?
Mr. de Winter: I'm not much of a companion to you, am I? You don't get much fun, do you? You ought to have married a boy, someone of your own age.
Mrs. de Winter: Maxim, why do you say this? Of course we're companions.
Mr. de Winter: Are we? I don't know. I'm very difficult to live with.
Mrs. de Winter: No, you're not difficult, you're easy, very easy. Our marriage is a success, isn't it? A great success? We're happy, aren't we? Terribly happy? (He walks away.) If you don't think we are happy, it would be much better if you didn't pretend. I'll go away. Why don't you answer me?
Mr. de Winter: How can I answer you when I don't know the answer myself? If you say we're happy, let's leave it at that. (He shuts off the light.) Happiness is something I know nothing about.

The lighting of the previous scene is marvelously staged. At the scene's conclusion, the home movies are re-started again in the darkness, and a close-up of Mrs. de Winter's lighted eyes in the darkness (in the flickering light) shows the worried desperation in her face.

Mrs. de Winter is forlorn and distraught while her husband has gone to London for the day and suggested in a handwritten note that "this brief holiday from me should be welcome." After spotting unusual movement in a window in the West Wing, she ventures there to investigate and overhears Mr. Jack Favell (George Sanders) being secretly escorted out by Mrs. Danvers. He cautions the housekeeper about not disturbing the new "little bride" of the house:

Yes, and we must be careful not to shock Cinderella, mustn't we?

As he leaves (and then both re-enters and re-exits the house through the study's window), the sinister man is introduced as "Mr. Favell" to Mrs. de Winter, asking that his visit be kept a secret from her "revered husband" ("He doesn't exactly approve of me"). He describes himself as just "a lonely old bachelor" and "Rebecca's favorite cousin."