Based on a true story, a novel by Waclaw Gasiorowski, and a play by Helen Jerome, a young Polish countess uses her charms with Napoleon to liberate her country.
In January 1807 Russian cavalry plunder the palace of Count Walewska (Henry Stephenson) in eastern Poland but flee before Polish lancers and the French imperial army. Paul Lachinski (Leif Erickson) tells his sister Marie Walewska (Greta Garbo) that Napoleon is "the hope of the world." Napoleon (Charles Boyer) finds Marie in the snow, and in a Warsaw palace he learns that she is the wife of a count four times her age. Napoleon dances with Marie and asks her to visit him. Marie shows Napoleon's letters to her husband. A Polish prince and senator tell them what Napoleon is demanding from Poland and appeal to her. Count Walewska complains and tells Marie she can't save Poland that way. In black Marie calls on Napoleon, who kisses her. She says she loves only her country. When Marie returns home, the count says he is going to Rome for an annulment. Napoleon comes to Marie with his staff for quarters. Countess Pelagia Walewska (Maria Ouspenskaya) asks Napoleon who he is and plays cards with him, accusing him of cheating. Marie comes in. Napoleon says he is lonely, and Marie calls him pitiless. Napoleon tells of his personal defeats and dreams for a united Europe. Marie goes to him, and he says he loves her.
Two months later they enjoy themselves in east Prussia. Tallyrand (Reginald Owen) helps Napoleon with diplomacy and tells Marie that Poland is liberated. At Paris in July 1809 Napoleon's mother (Dame May Whitty) tells Marie that Napoleon is divorcing Josephine, and Marie says that she is pregnant. In Vienna Tallyrand suggests that Napoleon marry the Hapsburg princess Maria Louisa. Napoleon tells Marie that he wants a dynasty and will marry a Hapsburg but says it won't change their love. A man who tried to assassinate Napoleon is executed after he refuses to recant. Marie accuses Napoleon of being corrupted by power and leaves. Napoleon weds Maria Louisa, and their son is baptized.
In December 1812 Napoleon retreats in the snow from Moscow and hears a dying man blame the Emperor. In August 1814 on Elba Napoleon hopes to see his son; but Marie arrives with his son by her. Napoleon's mother tells Marie that Napoleon's wife is unfaithful. Napoleon asks Marie to help him return to Paris, and she takes a message. One month after the battle of Waterloo, Marie calls on Napoleon to help him escape; but he says no and good-bye. Marie stops him from giving his sword to her son before he goes.
Although this film lost more money for MGM than any other until 1949, it tells a romantic and historic story with excellent acting. Politics makes strange bed-fellows, and the contrast between their love for each other and Napoleon's ruthless methods to achieve his ideal goals is apparent even without showing battle scenes.