Frankly, my dear, I don't give a damn.

In 1861, Scarlett O'Hara, the headstrong sixteen-year-old daughter of wealthy Georgia plantation-owner Gerald O'Hara, is sick of hearing talk about going to war with the North. She much prefers to have beaux like Brent and Stuart Tarleton talk about the next day's barbeque at Twelve Oaks, the neighboring Wilkes plantation. When the twins reveal the "secret" that Ashley Wilkes is planning to marry his cousin Melanie Hamilton from Atlanta, Scarlett refuses to believe it because she is in love with Ashley herself. Her father later confirms the news when he returns home to Tara, the O'Hara plantation, and advises Scarlett to forget about the serious-minded Ashley, because "like should marry like." At the barbeque, Scarlett acts coquettish with all of the young men, hoping to make Ashley jealous, then, during an afternoon rest, sneaks into the library to see him. He says that he will marry Melanie because they are alike, but leads Scarlett to believe that he loves her instead of Melanie. When he leaves, Scarlett angrily throws a vase and is startled to discover Rhett Butler, a notorious rogue from Charleston, who has been lying unnoticed on a couch the entire time. She is angry at his seeming indifference to the seriousness of her feelings for Ashley and annoyed by his frank appreciation of her physical beauty. Later, when news arrives that war has broken out between the North and the South, Scarlett is stunned to see Ashley kiss Melanie goodbye as he leaves to enlist, and in a daze accepts the impulsive proposal of Melanie's brother Charles.

Just after Ashley and Melanie marry, Scarlett and Charles marry as well, delighting Melanie, who tells Scarlett that now they will truly be sisters. Some time later, Scarlett receives word that Charles has died of the measles, and she is forced to don widow's black clothing and refrain from going to the parties she loves. Her understanding mother Ellen decides to let her go to Atlanta to stay with Melanie and her Aunt Pittypat, hoping that Scarlett will feel less restless there. At an Atlanta fundraising bazaar, Scarlett is so bored watching other girls dance, that when Rhett bids for her in a dance auction, she enthusiastically leads the Virginia Reel with him, oblivious to the outrage of the shocked local matrons. Rhett, who has become a successful blockade runner, continues to see Scarlett over the next few months and brings her presents from his European trips. As the war rages, Melanie and Scarlett receive word that Ashley will be returning home on a Christmas leave. Atlanta is now suffering the privation of a long siege, but the women manage to give Ashley a small Christmas feast. Before he returns to the front, Ashley tells Scarlett that the South is losing the war and asks her to stay by the pregnant Melanie. Melanie goes into labor as Atlantans leave the city before Northern troops arrive.

When Aunt Pitty leaves for Charleston, Scarlett desperately wants to go with her, but remembers her promise to Ashley, and remains with Melanie. Because Melanie's labor is difficult and the doctor is too busy attending wounded soldiers to come to her aid, Scarlett must attend her alone. After the baby is born, Scarlett sends her maid Prissy for Rhett, who reluctantly arrives with a frightened horse and a wagon. Though he thinks that Scarlett is crazy when she insists upon returning to Tara, he risks his life to drive the women and the infant through the now-burning city. Outside Atlanta, as Rhett and Scarlett see the decimated Southern army in retreat, he feels ashamed and resolves to join them for their last stand. Scarlett is furious with him, even after he admits that he loves her and gives her a passionate kiss before leaving. When the women finally arrive at Tara, the plantation is a shambles and the house has been looted. Scarlett's mother Ellen has just died of typhoid and her father's mind is gone. Desperate for something to eat, Scarlett first tries drinking whiskey, then goes into the fields. After choking on a radish, she vows that if she lives through this she will never go hungry again.

Soon Scarlett bullies her sisters and the remaining house slaves into working in the fields. After she kills a Yankee scavenger and, with Melanie's help, hides the body, the contents of his wallet provide them with some money for food. When the war ends, Ashley returns and Scarlett goes to him for advice when Pork, one of the former slaves who has remained with the family, tells her that $300 in taxes are owed on Tara. Ashley offers no solution to her problem, but admits once again that he loves her, even though he will never leave Melanie. More determined than ever to obtain the money after Jonas Wilkerson, a ruthless Yankee who was once Tara's overseer, says that he is going to buy Tara when it is auctioned off for taxes, Scarlett decides to ask Rhett for the money. With no proper clothes to wear, Scarlett and her old governess, Mammy, use material from Tara's velvet drapes for a new dress.

In Atlanta, they discover that Rhett has been imprisoned by the Yankees, but has charmed his way into their good graces. Scarlett tries to pretend that everything is fine at Tara, but Rhett soon sees her roughened hands and realizes what her situation is. Because he is under arrest and his money is all in an English bank, Rhett cannot help Scarlett, so she leaves, infuriated. That same day, she runs into Frank Kennedy, her sister Suellen's beau, and sees that he has become a successful merchant. Scarlett tricks Frank into marrying her by telling him that Suellen loves someone else, and is thus able to use his money to save Tara. Scarlett then moves to Atlanta to work at Frank's shop and to make his fledgling lumber business a success. She also uses an unwitting Melanie to help make Ashley come to work at the lumber mill. One day, Scarlett is attacked by scavengers while driving her carriage near a shanty town, but is saved by Big Sam, a former Tara slave. Scarlett is not physically harmed, but that night Frank, Ashley and some of the other men band together to "clear out" the shanty. While Scarlett, Melanie and the other women wait at Melanie's house, Rhett arrives to warn them that the Yankees are planning an ambush. Melanie tells him where the men have gone, and some time later, he prevents their arrest by pretending to the Yankees that they have all been drinking with him at the notorious Belle Watling's bordello. Ashley is wounded, but Frank has died on the raid.

A few weeks later, Scarlett, who is drinking heavily, is visited by Rhett, who proposes to her and offers to give her everything she wants. Though she says that she does not love him, she agrees to marry him, and on their expensive honeymoon, he vows to spoil her to stop her nightmares of the war. A year later, Scarlett gives birth to a daughter, whom Melanie nicknames "Bonnie Blue." Though Rhett has never cared about Atlanta society, he now wants to ensure Bonnie's future. He begins to acquire respectability, and within a few years his charitable contributions and sincere devotion to Bonnie impresses even the hardest of Atlanta's matrons. Meanwhile, Scarlett still longs for Ashley and has told Rhett that she no longer wants him to share her bedroom. One day, Ashley's sister India and some other women see Scarlett and Ashley in an embrace. Though nothing improper happened, Scarlett is afraid to attend Melanie's birthday party for Ashley that night. A furious Rhett forces her to attend, though, then leaves. Melanie's open affection to her makes Scarlett ashamed, and when she returns home she sneaks into the dining room to drink. There she finds Rhett drunk and a violent quarrel erupts. After Scarlett calls Rhett a drunken fool, he grabs her and carries her upstairs, angrily telling her that this night there will not be "three in a bed." The next morning, Scarlett is happy, but when Rhett scoffs that his behavior was merely an indiscretion, her happiness turns to anger. Rhett then leaves for an extended trip to England and takes Bonnie with him.

Some months later, because Bonnie is homesick, Rhett returns to Atlanta and discovers that Scarlett is pregnant. She is happy to see Rhett, but his smirk of indifference and accusation about Ashley enrages her so that she starts to strike him and falls down the stairs. She loses the baby, and although she calls to him during her delirium, Rhett does not know and thinks that she hates him. After she recovers, he suggests that the anger and hatred stop for Bonnie's sake, and Scarlett agrees, but as they are talking, the headstrong Bonnie tries to make her pony take a jump and she falls and breaks her neck. Both are shattered by Bonnie's death, especially Rhett, who refuses to let her be buried because Bonnie was afraid of the dark. Only Melanie, to whom Rhett has always felt a closeness, convinces him to let the child go. After her talk with Rhett, Melanie, who has become pregnant despite the danger to her health, collapses and suffers a miscarriage. On her deathbed, Melanie asks Scarlett to take care of Ashley, but when Scarlett sees how much the distraught Ashley loves Melanie, she finally realizes how wrong she has been for years and knows that it is Rhett she truly loves. She rushes back home and tries to prevent him from leaving her, but he will not stay because it is too late for them. Scarlett tearfully asks him what she will do and as he leaves he answers, "Frankly, my dear, I don't give a damn." Through her sobs, Scarlett begins to think of Tara, from which she has always gained strength, and determines that she will return there and will think of a way to get Rhett back. She resolves to think about it tomorrow for, "after all, tomorrow is another day."

  • 3h 58m ' G
  • Epic

Cast & Crew

  • Vivien LeighScarlett O'Hara

  • Clark GableRhett Butler

  • Leslie HowardAshley Wilkes

  • Olivia De HavillandMelanie Hamilton

  • Hattie McDanielMammy

  • Victor FlemingDirector

AFI Logo

AFI's 10 TOP 10

Counting down the 10 greatest films from 10 classic American film genres, including animation, fantasy, science fiction, gangster, western, sports, romantic comedy, courtroom drama, mystery and epic films.