Unaware he is being used as a dupe and a puppet leader, Maximilian von Habsburg (Brian Aherne in an Oscar nominated performance) is placed on the throne of Mexico by the French government headed by Napoleon III of France (Claude Rains). But when he finds out the true purpose of his being placed on the throne, he attempts to rule independently of France but must still face the revolutionary forces of Benito Juarez (Paul Muni). This ambitious epic is partially based on the play JUAREZ AND MAXIMILIAN by Franz Werfel (SONG OF BERNADETTE) and that's what this film should have been called. Despite being billed below the title, Aherne's performance is key to the film and Maximilian's character is every bit as important to the story as Juarez's. The film (John Huston was one of the three screenwriters) has an authenticity rare in historical epics of the period. The film is fair to all involved and Juarez isn't necessarily portrayed as a saint. Muni is so remarkably restrained that I had to keep pinching myself that I was watching Paul Muni. Though top billed, Bette Davis as Carlotta, the Empress of Mexico, is a supporting role. But it's one of her best, most subtle performances. The disappointing score is by Erich Wolfgang Korngold. Directed by William Dieterle. With John Garfield (stunningly awful), Gale Sondergaard, Gilbert Roland, Donald Crisp, Joseph Calleia, Louis Calhern and Harry Davenport.