If Selznick could make a Gone With the Wind, reasoned Paramount Pictures in 1941, anyone can. Paramount's own spin on Scarlet and Rhett was Virginia, starring British actress Madeleine Carroll as Southern belle Charlotte Dunterry. A first a showgirl, Charlotte arrives in Fairville, Virginia to take charge of her family plantation. Intending to sell the estate for a quick turnover, Charlotte is dissuaded when she falls in love with impoverished local aristocrat Stonewall Elliot (Fred MacMurray). Though devoted to Elliot, she must find a way to keep herself solvent, and to that she enters into a loveless marriage with wealthy northerner Norman Williams (Sterling Hayden). The rest of the story finds Charlotte wavering between Elliot and Williams, while the audience settles in for a good long nap. As in Gone with the Wind, Virginia is distinguished by the performance of one of its black supporting players, namely Leigh Whipper as an elderly ex-slave who returns to Fairville to die (he doesn't sing "Carry Me Back to Old Virginny", but one can hear it anyway).