On their dangerous trek through the battle-scorched countryside back to Tara, Scarlett, Prissy, Melanie and the baby endure hardships in powerful visual sequences: at night, Scarlett holds the horse and wagon while standing in knee-deep water, as Union soldiers pass overhead; in daylight, vultures circle over a deserted battlefield strewn with bodies; their exhausted, dehydrated horse froths at the mouth. One night, they finally reach Twelve Oaks, finding it looted and burned (a striking contrast to the earlier scene of the barbecue at Twelve Oaks). Melanie notices the gravestone of Ashley's father John Wilkes - it is dated 1864. Then, they approach Tara in the pitch black as their horse falls down dead. Panic-stricken, Scarlett worries that Tara has suffered the same fate as Twelve Oaks. As the moon moves from behind a cloud and illuminates Tara, the silent, run-down house suddenly emerges. It is still standing, untouched and unravaged by the war. Running to the front door, Scarlett cries out: "Mother, mother, I'm home."

She is met at the front hallway door by her beloved father with a haunted, mindless look on his face. Then, she is greeted by a troubled Mammy who explains that Scarlett's two sisters were ill with typhoid but are now recovering. Scarlett asks desperately: "But where's mother?" Opening a door to a lamp-lit room, she sees her mother fully clothed and laid out on a table - dead of typhoid fever. Scarlett reacts with a loud, wild scream. A quick fade-out to darkness follows.

Scarlett soon learns the details of Tara's fate. Old household servant Pork (Oscar Polk) tells her the bad news about the barn: "There ain't no barn no more, Miz Scarlett. The Yankees done burned it for firewood." Mammy adds: "They stole almost everything they didn't burn." The cotton crop was burned and the house was looted. In the early dawning light, Scarlett first discovers her father's insanity in a poignant scene in the study, when her father shows her his worthless Confederate bonds - all that's left of her inheritance: "Bonds. They're all we saved. All we have left. Bonds!" Scarlett asks: "What are we going to do with no money and nothing to eat?" Half-mad, her father suggests: "We must ask your mother. That's it. We must ask Mrs. O'Hara."

Scarlett assures her crazed, mentally-declining father: "Don't worry about anything. Katie Scarlett's home," but there is much to worry about: Melanie's newborn baby, her sick sisters, and the lack of food and money. Of the servants or field slaves, only Mammy and Pork remain. Becoming hard and defiant, and matured by the surrounding desolation, Scarlett vows to save the plantation and become "the head of the house." Starving, exhausted, and hungry, she wanders through Tara's ravaged, barren plantation fields at sunrise. After digging up and trying to eat a radish root, she vomits, falls to the ground and weeps. Then, standing alone on a rise in the field, suffering the deprivations of war, an indomitable Scarlett slowly rises and with clenched fists raised toward heaven, resiliently and defiantly vows that she is unbroken by her tribulations. The Tara theme of the film also rises on the soundtrack. She will be transformed and will soon rise from the ashes of the war-ravaged land at Tara, remembering what she was taught by her father in happier times - it is one of the film's most dramatic, famous scenes:

As God is my witness, as God is my witness, they're not going to lick me! I'm going to live through this, and when it's all over, I'll never be hungry again - no, nor any of my folks! If I have to lie, steal, cheat, or kill! As God is my witness, I'll never be hungry again.

The camera pulls back, and the music swells again. She is heroically silhouetted against the light of the dawn, in a moment of desolation and anger. Part One of the film ends, followed by an intermission.

Part Two:

In Part Two's opening, a title card reads: "And the wind swept through Georgia." "SHERMAN!" A reddish, flaming and swirling montage of Sherman's troops visualizes the march through Georgia, "leaving behind him a path of destruction sixty miles wide, from Atlanta to the sea." Life at Tara is one of deprivation, poverty and hard work:

Tara had survived...to face the hell and famine of defeat.

Scarlett puts everyone to hard work, attempting to revive and rebuild their Tara plantation home in the wake of her mother's death. Dressed in rags, Scarlett's two spoiled younger sisters, Suellen and Careen (Ann Rutherford) are forced to pick withered-looking cotton. Suellen complains about her rough, field-hand hands: "Look at my hands. Mother said you could always tell a lady by her hands." Careen explains that hands and ladies aren't important anymore: "I guess things like hands and ladies don't matter so much any more." Scarlett slaps her bitchy sister Suellen when she shouts: "I hate Tara," thinking it a direct insult to their mother and father. Scarlett draws water from a well. Her feeble-minded father is in a world of his own.

However, the family continually faces threats to their lives. When Scarlett returns to the house, she is confronted by an armed Union deserter (Paul Hurst) who has arrived to loot her mother's jewelry, menace and possibly rape-assault Scarlett. Responding to her cold attitude with: "Regular little spitfire, ain't ya," she shoots the soldier in the face with Rhett's pistol - a close-up of Scarlett's face immediately after the killing shows her shocked and sullen face. Melanie, who has dragged herself from a sickbed with her brother's sword to help defend Scarlett, sees the body at the foot of the stairs. Although they cover up the killing from other family members, they secretly plan to bury the body to avoid repercussions from the North.

Melanie gently asks Scarlett an unexpected question: "Do you think it would be dishonest if we went through his haversack?" Scarlett reluctantly admires her sister-in-law's suggestion: "I'm ashamed I didn't think of that myself." After finding gold pieces, Melanie removes her nightgown to wrap the bloody head of the dead soldier. In a discomforting sequence, Scarlett drags and removes the body so that it can be buried. Scarlett postpones contemplating what she has done:

Well, I guess I've done murder. I won't think about that now. I'll think about that tomorrow.

Eventually, the war ends in 1865 with Lee's surrender of the South. The Southern defeat also means that Ashley will be coming home. Rather than rejoicing, Scarlett plans: "We'll plant more cotton. Cotton ought to go sky high next year."

Home from their lost adventure came the tattered Cavaliers...Grimly they came hobbling back to the desolation that had once been a land of grace and plenty. And with them came another invader...more cruel and vicious than any they had fought...the Carpetbagger.

Jonas Wilkerson, the former dismissed overseer of Tara, has prospered under the period of Reconstruction and carpetbaggers. Mammy boils Frank Kennedy's trousers in a pot at Tara: "The whole Confederate Army's got the same troubles - crawlin' clothes and dysentery." From one of the hungry passers-by which Melanie feeds, she learns that Ashley was probably taken prisoner during the war. Scarlett, as the eldest surviving O'Hara, grants Suellen's hand in marriage to Frank Kennedy, though he promises not to marry her until he becomes more financially stable.

Ashley tiredly limps home from the war - Melanie spots him at the end of the long driveway into Tara. Both run into each other's arms to be reconciled. Mammy prevents Scarlett from running out to greet Ashley: "He's her husband, ain't he?" Scarlett decides to devote herself to preserving and saving Tara, but she is faced with debts and heavy taxes. Stirring a kettle of soap, Scarlett complains about the scarcity of things: "Fine thing when a horse can get shoes and humans can't." Business-minded, Scarlett learns she has a $300 tax debt and goes to consult Ashley.

In the famous paddock scene, Ashley feels cowardly and spiritless, afraid of "life becoming too real...losing the beauty of that, that life I loved...Now I find myself in a world which for me is worse than death. A world in which there's no place for me." Tired of all her efforts at Tara, Scarlett wishes to escape too:

I do want to escape too! I'm so very tired of it all!... The South is dead, it's dead, the Yankees and the carpetbaggers have got it and there's nothing left for us.

Scarlett still hopes she can win Ashley's love - she declares her love for him and begs that they run away together to Mexico. An honorable and devoted Ashley refuses to leave his wife and child for Scarlett, even though he realizes all of Scarlett's sacrifices for them: "You've carried the load for all of us." He tells Scarlett that he will be there to help her more. Scarlett proposes only one form of help:

Scarlett: Take me away. There's nothing to keep us here.
Ashley: Nothing? Nothing, except honor.

Although he expresses his honorable love for Scarlett, embracing and kissing her, he tells her that he mostly loves her courage and her stubbornness. He reminds her that Tara will sustain her, for she loves it more than she loves him:

Ashley: Yes, there is something. Something you love better than me, though you may not know it - (He picks up the red earth of Tara and puts it in her hand.) Tara.
Scarlett: Yes. I still have this. (She composes herself coldly.) You needn't go. I won't have you all starved simply 'cause I threw myself at your head. It won't happen again. (She turns and walks away.)

She turns away from him to return to Tara, realizing that she has lost him forever.

Jonas Wilkerson, a scalawag, shows up at Tara with his "trashy wench" wife Emmy Slattery: "We came out here to pay a call, a friendly call, and talk a little business with old friends." He offers to buy Scarlett out, believing she can't pay her $300 tax debt. Scarlett throws a handful of red dirt into his face, telling him: "That's all of Tara you'll ever get!" Wilkerson drives away with his wife, shouting threats: "You'll be sorry for that. We'll be back." Having overheard the conversation, the former lord of Tara, Gerald O'Hara becomes enraged and chases after Wilkerson on horseback, but he is thrown after a jump and tragically killed.

To disguise her poverty, Scarlett has an idea to make Tara financially solvent. She will masquerade in a dress Mammy will sew from Tara's green velvet living room drapes: "I'm going to Atlanta for that $300 and I gotta go looking like a queen." Resilient, she is cooly prepared to charm and sell herself to Rhett, believing that he will give her the needed money to pay the taxes on Tara.

In Atlanta, Rhett is being held by Yankee forces in a jail, but is treated well by Union officers. Rhett emphasizes his generous losses in the poker games he plays with Yankee Major (Robert Elliott). The Major permits him to see Scarlett - purportedly his "sister":

It's hard to be strict with a man who loses money so pleasantly.

Scarlett goes so far as to decorate her bonnet with a gilded chicken foot. Rhett is impressed by her velvety appearance: "Thank heavens you're not in rags. I'm tired of seeing women in rags." Scarlett's charming, seductive ploy works and he is again taken by her: "You've got more charm than the law allows...You've grown a heart, a real woman's heart." But then he discovers her normally white and soft hands are calloused and her deception fails:

Rhett: What have you been doing with your hands?...You've been working with them like a field hand. Why did you lie to me and what are you really up to?...You want something from me and you want it badly enough to put on quite a show in your velvet. What is it? Money?
Scarlett (desperately): I want $300 to pay the taxes on Tara...
Rhett: What collateral are you offering?
Scarlett: My ear bobs.
Rhett: Not interested.
Scarlett: Mortgage on Tara.
Rhett: What would I do with a farm?
Scarlett: You wouldn't live there. I'd pay you back with next year's cotton.
Rhett: Not good enough. Have you nothing better?
Scarlett: You once said you love me. If you still love me Rhett...
Rhett: You haven't forgotten. I'm not a marrying man.
Scarlett: No, I haven't forgotten.
Rhett: You're not worth $300. You'll never mean anything but misery to any man.

Rhett cannot help her even if he wanted to because his money is temporarily tied up in foreign banks: "So you see, my dear, you've abased yourself to no purpose." [After a few months in the Confederate Army, he returned to blockade-running, banked the proceeds in England, and was jailed as a war profiteer by the Yankees.] Enraged, she storms out of his jail cell after pummeling his chest with her fists and biting his arm.

Outside the jail on the street, she encounters Belle Watling (Rhett's mistress) who is on her way into the jail to visit Rhett. Belle impudently eyes Scarlett and shocks Mammy, who declares: "Who dat? Ah ain' never see'd hair dat color before in mah life. Does you know a dyed-hair woman?" Scarlett walks disconsolately through the streets of Atlanta, filled with exploitative carpetbaggers who make suggestive remarks at her and call her a "Georgia peach." One of the carpetbaggers is overheard offering 40 acres and a mule to some credulous blacks.

Scarlett encounters her sister Suellen's fiancee/beau, the weak and trusting Frank Kennedy, a successful merchant in hardware, furniture, and lumber. Learning that he has a prospering store and a lumber sawmill as a "sideline," Scarlett tours around, and then invites Frank to drive her out to Aunt Pittypat's for a visit and dinner. Admiring Scarlett, Frank believes she is good medicine: "You act on me just like a tonic," as she schemes and charms him. She manipulatively and ruthlessly tricks him by telling him that her sister "is going to marry one of the county boys next month. She just got tired of waiting, was afraid she'd be an old maid." Then, Scarlett flirts with Frank after lying to him, to re-establish herself with money and power: "Oh, it's cold and I left my muff at home. Would you mind if I put my hand in your pocket?" Mammy is stunned at the deception.

In the next scene, a newly-married Scarlett signs her name Scarlett O'Hara Kennedy as she writes a $300 check to pay Tara's taxes. When Ashley informs Scarlett (now Mrs. Kennedy) of his plans to go to New York to take a position in a bank, she insists, with a feigned crying fit, that he stay and work in her lumber empire. Her view is supported by Melanie who calls Ashley "unchivalrous" while praising Scarlett's sacrifices: "If it hadn't been for Scarlett, I'd have died in Atlanta." An unwilling Ashley is persuaded to remain as a partner and employee, shamed and bitter and losing any vestige of self-respect he ever had. A defeated Ashley leaves the room: "I can't fight you both."

Then, Scarlett persuades Frank to let her open a sawmill, employing cheap convict labor instead of "free darkies." Self-reliant Scarlett becomes a hard-nosed businesswoman, exploiting cheap labor and becoming more powerful and adept at being a management tycoon. At the mill, her foreman Johnny Gallagher (J. M. Kerrigan) shows her the convicts who will work there: "There's your new mill hands, Mrs. Kennedy. The pick of all the best jails in Georgia." Mr. Kennedy feels Scarlett's determination and wrath when she tells him to quit bothering her and not to call her Sugar: "She can get mad quicker than any woman I ever saw." Ashley criticizes Scarlett's ruthless methods, her consorting with scalawags, and her cold attitude - unlike other Southerners who are reputable and honest: "They're keeping their honor and their kindness too." Scarlett doesn't care what disapproving people think of her ruthless business strategy to make money and never be hungry again: "I'm going to make friends with the Yankee carpetbaggers and I'm going to beat them at their own game."

A newly-positioned sign above her business partnership reads: "Wilkes & Kennedy." Melanie disapproves: "You're doing business with the same people who robbed us and tortured us." Uncharitable, Scarlett's business posts a sign which reads: "The War Is Over - Don't Ask For Credit." The town's gossipy dowagers, jealous old ladies Mrs. Meade (Leona Roberts) and Mrs. Merriwether (Jane Darwell) disapprovingly engage in small-talk about Scarlett's traitorous and scandalous behavior, framed in a shot next to a symbolic green teapot.

Rhett visits with Mrs. Scarlett Kennedy, light-heartedly commenting: "When I think you could have had my millions if you'd just waited a little while. Oh, how fickle is woman!" Rhett also criticizes her second marriage of convenience: "Tell me, Scarlett, do you never shrink from marrying men you don't love?" And he notices her partnership with Ashley, wondering if she has bought him too. Rhett deflates her conceited pride in herself and her accomplishments: "You still think you're the Belle of the county don't you? That you're the cutest little trick in shoe leather and that every man you meet is dying of love for you."

Independent and impulsive-minded Scarlett ignores Rhett's warning and drives alone to her lumber mill via dangerous, trouble-making black Shanty Town, filled with squalid tents and lean-tos. She stubbornly brags: "Don't worry about me. I can shoot straight, if I don't have to shoot too far." As she drives her own buggy away from Rhett, he exclaims: "What a woman!" At the edge of Shanty Town, Scarlett is assaulted by two men (one white, one black), and then saved by her father's ex-foreman Big Sam, who exclaims as they get away: "Horse make tracks." [In the novel, Scarlett was mauled and nearly attacked by a black man.]

On her return to town, Scarlett reports the attack but senses some indifference among the townspeople: "Nobody cares about me. You all act as though it were nothing at all." However, the attack is to be avenged following a "political meeting" attended by her husband and others. Scarlett, Melanie, and other women wait anxiously in their women's evening sewing circle for their husbands to return from the meeting - in reality, from a vigilante raid on the Shanty Town to avenge Scarlett's honor. [References to the KKK, that rode to Scarlett's defense in Margaret Mitchell's novel, were removed from the film.] The tension is slowly built off-screen from the raid: closeups and the sounds of a ticking clock, worried faces, ladies' hands at their sewing, and Melanie reading outloud many chapters of Dickens' novel David Copperfield to pass the time.

India Wilkes, still hating Scarlett for having stolen her fiancee at the barbecue and making Charles Hamilton her first husband, believes that her close-call in Shanty Town was well-warranted: "What happened this afternoon was just what you deserved. And if there was any justice, you'd have gotten worse...I do hate you. You've done all you could to lower the prestige of decent people, and now you've endangered the lives of our men, because they've got to..." Rhett arrives and warns the ladies that their men's lives are in danger - they are walking into a Yankee trap. Rhett comes to the rescue once more. Melanie trusts in Rhett enough to tell him where he can join the 'political meeting' - scheduled to clean-up Shanty Town.

Suspicious Yankee Captain Tom (Ward Bond) interrupts the sewing circle, looking for the men who are reported to be raiding the Shanty Town. The troops station themselves around the house, waiting for the men's return. A drunken Rhett, Dr. Meade and Ashley return. The Yankee Captain promptly threatens to arrest Ashley: "It's about time you rebels learned you can't take the law into your own hands." To cover for Ashley's whereabouts and extricate him from danger, Rhett fakes being drunk and concocts a story that Ashley and Dr. Meade were both at Belle's bordello with him. (In fact, the raid was a disaster - Ashley was wounded, and Frank was killed.) But Rhett's intervention saves the rest of them.

Dr. Meade's wife pesters her husband for details about Belle's bordello while he treats Ashley's wound: "Were you really there? What did it look like? Does she have cut glass chandeliers, plush curtains, and dozens of mirrors?" When Melanie discovers from Rhett what happened during the raid, she is sweetly concerned only to protect Ashley from suspicion. Scarlett is left a widow once more - however, she acquires control of her deceased husband's assets.

In the next scene, Melanie thanks Belle Watling for saving her husband's life, but Belle tells her that no matter how grateful Melanie is, she must not speak to her publicly, as "that wouldn't be fittin' at all." Belle admires Melanie's kindness: "There ain't never been a lady in this town nice to me like you was." Belle blames Frank's death on Scarlett: "She's a mighty cold woman. Prancing about Atlanta by herself. She killed her husband same as if she shot him." Melanie ends their conversation: "I shall be proud to speak to you. Proud to be under obligation to you. I hope we meet again." Belle repeats her admonition: "That wouldn't be fittin'."