At "The Monster Bazaar," Atlanta's wartime charity ball for its military hospital, bright red and blue Confederate flags, banners and flowers decorate the Atlanta Armory. Scarlett appears in black mourning clothes, looking conspicuous next to young southern girls doing the Virginia Reel with festive party dresses. Aunt Pittypat is embarrassed to have Scarlett in attendance: "For a widow to appear in public at a social gathering - everytime I think of it, I feel faint." Newly-widowed Mrs. Scarlett Hamilton, itching to dance, surreptiously moves her feet to the music under her bustle.

During defiant speeches celebrating early Southern victories in the war, she is bored by pretending grief for a husband she never loved. Scarlett is shocked to hear daring, exploitative war profiteer and blockade-runner Rhett Butler acclaimed and introduced to an appreciative audience. Melanie takes off her wedding ring and contributes it to the war effort - "the Cause." Rhett is genuinely impressed by her action, but sarcastic when Scarlett donates her ring, knowing that she's doing it to impress everyone: "I know just how much that means to you." Rhett is amused by Scarlett's affectations and whims: "The war makes the most peculiar widows." When Scarlett asks him about his heroic, noble blockade-running for the "cause," a sardonic, worldly Rhett disappoints her. He is only interested in himself and profiting from the war as an unscrupulous entrepreneur, and not in being a patriot:

I believe in Rhett Butler. He's the only cause I know. The rest doesn't mean much to me.

The ball is a fund-raising auction, and gentlemen are encouraged to bid money for the opening dance with the lady of their choice. Most of the bids are $20 or $25 for a dance. Demonstrating both contempt and desire for Scarlett, Rhett shocks the audience into silence by boldly bidding $150 "in gold" for her as a dancing partner. Because she is in mourning, Rhett is told that she cannot accept. But, scandalously and rebelliously, a delighted Scarlett accepts his intimidating challenge and bid: "Oh yes, I will." Aunt Pittypat faints and is furiously fanned to be revived. Rhett is surprised that she has accepted, but expects rewards for the premium price he has paid to dance the Virginia Reel with her:

Rhett: We sort of shocked the Confederacy, Scarlett.
Scarlett: It's a little like blockade-running, isn't it?
Rhett: It's worse. I expect a very fancy profit out of it.

The camera creates the illusion that it is moving among the dancers - they both talk and whirl around the dance floor with Scarlett's black skirt billowing around them. She believes another dance will ruin her reputation forever. Rhett assures her that she needn't worry about what people will think of her: "With enough courage, you could do without a reputation." He is impressed by her wildly courageous, rebellious spirit, but expects more from her:

Rhett: Don't start flirting with me. I'm not one of your plantation beauxs. I want more than flirting from you.
Scarlett: What do you want?
Rhett: I'll tell you, Scarlett O'Hara, if you'll take that Southern-belle simper off your face. Someday, I want you to say to me the words I heard you say to Ashley Wilkes: 'I love you!'
Scarlett: That's something you'll never hear from me Captain Butler as long as you live.

She extends her pretense of rejecting him, although she is quite willing to accept his attentiveness to her passionate nature. As the war proceeds, Rhett writes to Mrs. Wilkes from overseas, returning both wedding rings to the ladies, explaining to Melanie that "The Confederacy may need the lifeblood of its men, but not the heart's blood of its women." On his next visit, he brings Scarlett a gift - a beautiful green hat from Paris, joking: "I thought it was about time to get you out of that fake mourning." Rhett has to show her how to wear it after she places it on backwards: "The war stopped being a joke when a girl like you doesn't know how to wear the latest fashion." Scarlett thanks him for his generosity, but he declines to accept her graciousness:

Rhett: ...I'm not kind. I'm just tempting you. I never give anything without expecting something in return. Now, I always get paid.
Scarlett: If you think I'll marry you just to pay for the bonnet, I won't.
Rhett: Don't flatter yourself. I'm not a marrying man.
Scarlett: Well, I won't kiss you for it either.
Rhett (just when she's ready for a kiss, he changes his mind): Open your eyes and look at me. No, I don't think I will kiss you - although you need kissing badly. That's what's wrong with you. You should be kissed, and often, and by someone who knows how.

In a "hushed and grim," beleaguered Atlanta after "two nations came to death grips on the farm lands of Pennsylvania," casualty lists for the Battle of Gettysburg ("some little town in Pennsylvania") are passed around to weary people gathered in the outdoor square outside the Examiner newspaper office. A bandmaster directs a rag-tag band composed of very young boys who play "Dixie" in tribute. Not entirely selflessly, Scarlett empathizes joyously with Melanie that Ashley's name hasn't turned up on the the lists. Rhett is enraged by the sheer, obvious waste of the death toll: "Look at them, all these poor tragic people. The South sinking to its knees. It'll never rise again. 'The Cause!' The cause of living in the past is dying right in front of us."

On furlough at Christmas time, Ashley returns home and is warmly greeted by Melanie at the train station as Scarlett looks on from a distance. In preparation for his homecoming, a Christmas dinner is planned. Uncle Henry (Eddie "Rochester" Anderson) stalks a rooster that will be the centerpiece: "No more gettin' so uppity. Even if you is the last chicken in Atlanta." Melanie presents Ashley with a hand-made tunic as a Christmas present, but is fearful and worried even to speak about his being wounded: "Well, you will take good care of it, won't you? You won't let it get torn. Promise me."

Before Ashley returns to the front, Scarlett - who has been pining for him during the entire leave, presents him with her own hand-made cloth sash. He has Scarlett promise to him that she will take care of his "frail and gentle" wife while he is gone. Looking vapid, he is exhausted and disillusioned by the progress of the war. The impending collapse of the South is conveyed in a brief conversation between them when he explains that the South is badly losing: "Now the end is coming...the end of the war. The end of our world, Scarlett...My men are barefooted now, and the snow in Virginia is deep." At the end of his Christmas leave, he bids Scarlett farewell: "You must be brave...You must. How else can I bear going? Oh Scarlett, you are so fine and strong and beautiful. Not just your sweet face, my dear. But you."

Embracing and pulling him toward her for a kiss, Scarlett declares that her heart belongs to Ashley. He declines reciprocating her love when she begs him to tell her of his love - he does not tell her what she wants to hear before he departs. Watching him leave from the rain-streaked window, Scarlett vows her devotion: "When the war's over Ashley. When the war's over."

Atlanta prayed while onward surged the triumphant Yankees...Heads were high, but hearts were heavy as the wounded and the refugees poured into unhappy Georgia...

Grudgingly, Scarlett remains in Atlanta with Melanie to do volunteer work as a nurse, caring for the thousands of wounded and dying that are pouring into the city. While at work in the hospital, Scarlett and Melanie's figures are seen as long silhouettes on a wall - although their movements aren't exactly reflected in the shadows. Even though Scarlett is tired, Melanie reminds Scarlett that any one of the soldiers they treat "might be Ashley with only strangers here to comfort him...they could all be Ashley."

On the steps of the Atlanta hospital, Uncle Peter chases bordello madam Belle Watling (Ona Munson) away from Melanie and the other ladies: "Go on, you tramp. Don't you be pestering these ladies." Belle offers money to Melanie for the hospital: "You might as well take my money, Miz Wilkes. It's good money even if it is mine." Belle's offering stirs Scarlett's anger when Rhett's initials are discovered on the handkerchief holding the gold, and when Belle rides off in his carriage: "Oh, if I just wasn't a lady! What wouldn't I tell that varmint!"

Panic hit the City with the first of Sherman's shells. Helpless and unarmed, the populace fled from the oncoming Juggernaut. And desperately, the gallant remains of an army marched out to face the foe.

When it is announced that Atlanta is on the verge of falling to General Sherman's Northern Army, the population panics and flees from the besieged city. Suddenly, the streets are clogged with marching men and panic-stricken citizens evacuating the chaotic city. Working as an unwilling aide to Dr. Meade (Harry Davenport) in the Atlanta hospital, filled with dying and wounded, Scarlett discovers Frank Kennedy who has been wounded in the war. Then, in a memorable operating room scene reflected on Scarlett's horror-stricken face and on the wall, she is repelled when she witnesses one unfortunate soldier whose leg is being amputated without chloroform - he delivers a blood-curtling yell over and over: "Don't cut!" When she hears the doctor ask: "Where's the nurse?", she flees from the scene, yelling back: "I'm going home. I've done enough. I don't want any more men dying and screaming. I don't want anymore."

The war becomes a direct threat to Scarlett when she leaves the hospital and walks out into the street. She hears the sounds of exploding shells in the Yankee bombardment during the Atlanta Exodus. Scarlett runs through the scene of chaos and turmoil - the fleeing, rushing crowds, the frightened horses that rear up, the rolling wagons, speeding fire wagons, the exploding shells. Smoke and dust blow across the scene as she is swept along. A batallion of black laborers marches through to dig trenches for the Confederate Army. Scarlett learns fragmented information about Tara and her family's fate from her father's ex-foreman slave Big Sam (Everett Brown).

Scarlett appears distracted and impatient while her life is in great peril, and then relieved when Rhett appears in a buggy, pulls her into his carriage from the chaotic mass of crowds in the streets, and assuredly takes her to the safety of Aunt Pittypat's house. Cool and cynical, Rhett tells her: "Panic's a pretty sight, isn't it?" She ignores his realistic assessment that they "belong together" and his idea of leaving the South with her:

Rhett: Let's get out of here together. No use staying here, letting the South come down around your ears. Too many nice places to go and visit. Mexico, London, Paris -
Scarlett: With you?
Rhett: Yes, ma'am. A man who understands you and admires you for just what you are. I figure we belong together, being the same sort. I've been waiting for you to grow up and get that sad-eyed Ashley Wilkes out of your heart....Are you going with me or are you getting out?
Scarlett: I hate and despise you, Rhett Butler. I'll hate and despise you till I die.
Rhett (amused): Oh no you won't, Scarlett. Not that long.

Aunt Pittypat scurries out her front door to flee to the country: "Oh, dear, Yankees in Georgia! How did they ever get in?" She asks Dr. Meade about the propriety of Scarlett remaining in Atlanta unchaperoned to assist in Melanie's impending childbirth, and is told sharply: "Good heavens, woman, this is war, not a garden party." Scarlett doesn't know anything about delivering babies, but is assured by chirpy-voiced, slow-witted servant girl Prissy: "I knows how to do it. I've done it lots and lots. Let me doctor. Let me. I can do everything." During the initial burning of Atlanta, Scarlett stays on as long as possible (to fulfill her promise to Ashley to take care of Melanie) to assist Melanie who is in labor and about to give birth in Aunt Pittypat's house.

The skies rained Death. For thirty five days, a battered Atlanta hung grimly on, hoping for a miracle...Then there fell a silence, more terrifying than the pounding of the cannon.

During the long siege of Atlanta, a lone Confederate officer gallops through the street, shouting that the Yankees have entered the city and the Confederate army is pulling out. Scarlett is urged to flee, just as she learns that Melanie is about to deliver. She sends Prissy to summon Dr. Meade to help in the delivery, but Prissy is scared to death to enter the hospital.

So Scarlett, in a billowy red gown, races to the enormous open-air 'hospital' of Atlanta's railroad depot to find Dr. Meade by herself, in one of the classic, most incredible and memorable scenes ever filmed. [Scarlett runs past a lamp post containing an electric bulb - an anachronism because it is 1864, 15 years before Edison invented the lightbulb in 1879.] A close-up of Scarlett's face shows her horrified reaction to what she sees in this - the most crucial test of her endurance and inner strength and courage. Almost insensitive and indifferent to the scene of human suffering, she makes her way through rows of thousands of wounded and dead Confederate soldiers strewn around the railroad depot exterior. In a spectacular moving crane shot, the camera slowly pulls back to show a panoramic view of more and more of the defeated and crippled army lying in the hot sun. [About half of the 1,600 bodies in view are actually dummies.] It finally comes to a stop on a close-up of a torn and tattered Confederate flag that waves defiantly and bravely over the human remnants and carnage of the army - a vivid representation of the death throes of the Old South.

The doctor is discovered, frantically administering aid to horribly wounded men. He refuses to join her to assist in the delivery, when so many men are dying without chloroform or bandages: "Are you crazy? I can't leave these men for a baby! They're dying - hundreds of them." Bewildered by his answer, Scarlett returns to the house to rely on Prissy's experience. Frightened and inadequate Prissy, who had previously bragged about her expertise and midwivery skills, is called upon to act in the doctor's place to deliver Melanie's baby. Prissy delivers an immortal line to Scarlett when brought in:

Lordse, we got to have a doctor. I don't know nothin' 'bout birthin' babies!

With sudden fury, Scarlett slaps her. Scarlett delivers the child herself, forcing the hysterical Prissy to help her. During labor, know-it-all Prissy, who represents a crude, uneducated slave in the film, quotes her own mother: "Ma says that if you puts a knife under the bed, it cuts the pain in two." After the birth of a baby boy, Scarlett sends Prissy to the Red Horse Saloon bordello run by kind-hearted madam Belle Watling, where she knows Rhett can be located. When Rhett is roused he asks for assistance in safely getting out of Atlanta: "Any of you beauties know where I can steal a horse for a good cause?" Later, Rhett appears in a deserted street with a run-down, rickety wagon and exhausted horse to rescue them. Hysterically, Scarlett pleads: "I want my mother! I want to go home to Tara," and is gently comforted by Rhett's all-encompassing embrace: "It's all right, darling. All right, now you shall go home. I guess anybody who did what you've done today can take care of Sherman."

In a fantastic sequence, the "Burning of Atlanta scene" [one of the earliest scenes filmed, using the backlot sets including the native fortress/gates from King Kong (1933)], Scarlett [played by a stunt double, since Vivien Leigh signed onto the film as Scarlett that same night] sits beside Rhett in the wagon, with Melanie and the newborn and Prissy covered up in the back. The city's only safe evacuation route not cut by the Yankees is by the McDonough Road. They are attacked by thugs and looters who want to steal their horse, but Rhett manages to beat them off. Their route takes them through a huge wall of granaries, warehouses, and other buildings on fire. At the freight yards, they see railroad box cars loaded with explosives. Sparks and embers from another nearby building fall down, detonating explosions. They pass by just as everything collapses. Their horse-drawn wagon disappears in a dense cloud of smoke as Atlanta burns to the ground all around them. [This historical scene was not in November, 1964, but represents the night, two months earlier, when the retreating Confederate army torched its own ammunition dumps to keep the Union army from capturing them.]

Once outside the city, they are among the last to evacuate, reaching safety by the McDonough Road, visually portrayed against a deep, red-orange drenched background. On the road, they join the bedraggled remnants of a column of exhausted Confederate soldiers. Rhett makes her take note of the scene:

Take a good look, my dear. It's a historic moment. You can tell your grandchildren how you watched the Old South disappear one night.

They see the heart-wrenching agony of a young Southern soldier who sways and then drops to the ground. Lacking pity, Scarlett finally realizes the harsh reality of the war and has understood its desperation and futility. She indignantly blames the South and calls its young soldiers fools for entering a war that they couldn't win: "They make me sick. All of them! Getting us all into this with their swaggering and boasting." With bitterness, she tells Rhett that he was lucky to have never joined the Confederate Army, running blockades instead.

Rhett proposes to desert her and leave her abandoned in the open country at the road which turns toward Tara. He stops the wagon and turns it over to her. Cynical and opportunistic, Rhett appears light-hearted and amused when suggesting that he will leave her and enlist in the beaten and broken Confederate Army: "I'm going to join up with our brave lads in grey." Scarlett doesn't take him seriously, thinking only of her own predicament. Rhett understands her selfishness: "Selfish to the end, aren't you? Thinking only of your own precious hide with never a thought for the noble Cause..." He insists that as a southerner, he has a weakness for lost causes: "I've always had a weakness for lost causes once they're really lost."

In total disbelief, she doesn't think that he could leave her in a helpless state:

Scarlett: You should die of shame to leave me here alone and helpless.
Rhett: You helpless? (laughs) Heaven help the Yankees if they capture you.

With his arms around her, long-time suitor Rhett realistically proposes that if she yields to his love, he'll stay and they can go off together:

There's one thing I do know, and that is that I love you, Scarlett. In spite of you and me and the whole silly world going to pieces around us, I love you. Because we're alike - bad lots both of us, selfish and shrewd, but able to look things in the eyes and call them by their right names...I've loved you more than I've ever loved any woman. And I've waited longer for you than I've ever waited for any woman.

He re-enacts the scene of a sweetheart kissing a soldier goodbye as he returns to the war:

Here's a soldier of the South who loves you, Scarlett, wants to feel your arms around him, wants to carry the memory of your kisses into battle with him. Never mind about loving me. You're a woman sending a soldier to his death with a beautiful memory. Scarlett, kiss me. Kiss me, once.

Antagonistically misinterpreting his idea and furious at his vulgar and outrageous proposal, she violently slaps him in the face. With that, Rhett hands her his dueling pistol and then disappears into the reddish darkness - going off to join his lost cause.