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A Tale of Two Cities is a 1935 film based upon Charles Dickens' 1859 historical novel, A Tale of Two Cities, set in London and Paris. The film stars Ronald Colman as Sydney Carton and Elizabeth Allan as Lucie Manette. The supporting players include Edna May Oliver, Reginald Owen, Basil Rathbone, Lucille La Verne, Blanche Yurka, Henry B. Walthall and Donald Woods. It was directed by Jack Conway from a screenplay by W. P. Lipscomb and S. N. Behrman. The film was nominated for the Academy Award for Best Picture and Best Film Editing.