Kay’s first punishment on the Warner Brothers lot was Women Are Like That with Pat O’Brien. A ridiculous piece of fluff, it was no where near as bad as her next film, My Bill. In the movie, Kay, at 33, plays the 46-year-old mother of Anita Louise, then 23. After Bette Davis flat out refused the lead in Comet over Broadway, Francis was forced into the mediocre production which tanked with critics and audiences. It was clear to not only Hollywood, but moviegoers as well that Warner Brothers was replacing Bette Davis as their number one star. In a studio memo written to Hal Wallis on January 14, 1938, a studio executive wrote, “I think you would have a good Kay Francis picture in a reasonably short time, and one that would not cost a fortune to make. Moreover, Kay herself is, I understand, very much in favor of it.” That ‘Kay Francis picture’ which was being negotiated was Dark Victory, made a year later with Bette Davis in the leading role and considered one of the best movies ever made. Bette also walked off with the role of ‘Empress Carlotta’ in Juarez (1939), a film version of a play which Kay had begged Warner Brothers executives to purchase for her.

There was absolutely no care about the films Kay Francis was making at this point of her career, as Vincent Sherman later said, “He [Jack Warner] thought: I’ll give her to Bryan Foy. She won’t want to make a picture with Foy, so she’ll walk out on her contract. But Kay said, ‘As long as they pay me my salary, I’ll sweep the stages if they give me a broom.’ So Foy called me one day and said, ‘I’m going to do a picture with Francis. We’re gonna remake Doctor Socrates,’ which had been made originally with Paul Muni. I said, ‘Well, which part is Francis going to play?’ He said, ‘She’s gonna play the Paul Muni part’ and she did. We made the picture. Nothing I’m proud of, but we made it in sixteen, seventeen, eighteen days – something like that.” That picture was King of the Underworld (1939), with Humphrey Bogart. Kay wasn't even mentioned in the film's trailer, and received costar billing opposite Bogart, then a complete unknown.

Jack Warner and Kay had been friends for years, which might have been why Kay was always reluctant to fight with him for better roles in her heyday. When Kay took him to court, he, of course, considered it a personal insult to him. Their friendship was dead by 1938, and all that remained was a cold, bitter struggle between the two. He wanted her off the lot, and made it quite clear, but she refused to leave because, as she said, they still had to pay her that salary -$209,100 a film –the highest of any other star at the studio. When bad films didn’t force her to walk off, Stuart Jerome (a Warner Brothers employee) said, “Since there was too much money at stake for us to allow her to graciously decline our final offer of a 50 percent settlement, the only other means at our disposal was to force her to quit. So began a campaign of harassment and humiliation.” The studio began forcing Kay to test Hollywood newcomers, “It was unthinkable to use high-salaried actors, let alone stars, for the embarrassing task of playing second fiddle to raw newcomers, but again, contractually her refusal would have resulted in an immediate suspension. Swallowing her pride and pocketing her paycheck, for the next six days she reported to the test stage. Although her call was for nine A.M. she was seldom used before mid-afternoon, at which point she would be called upon to mainly feed lines to the youngsters while the camera focused on them, shooting over her shoulder. Uncomplainingly, she spent her days sitting on the sidelines, knitting and drinking gin from a silver flask,” said Jerome. The studio also began filtering Kay's fan mail, writing hate letters from 'fans' whom didn't exist.

It was nothing compared to the situation when the studio commissary denied access to Kay and two guests for lunch, “’I understand. Thank you anyway.’ [said Kay] She joined her friends for lunch off the lot, reporting back within the allotted hour,” said Jerome. The studio received backlash from stars both on and off the lot to end their harassment towards Kay Francis. In fact, Bette Davis and James Cagney teamed up and demanded a conference with Harry Warner, who said the decision with Kay, was left up to Jack, which Stuart Jerome later said, “It was Harry who instigated the campaign. As much as [Jack] might have approved, he was carrying out his brother’s orders.” When fan magazines began showing sympathy for Kay, the studio retaliated with more ludicrous movies. Her final film was Women in the Wind (1939), and the picture made no more sense then the title. During the shooting of that movie, Kay gave her most famous interview, in which the title read, “I can’t wait to be forgotten.” She insisted that as soon as her days at the studio were over, so were her days in Hollywood; she was retiring from the screen.

Though Bette Davis was originally on the pro-Kay side, she quickly ditched her cause when she realized that Kay’s public demise was making her [Bette] a star. Knowing Kay was big for money and not role, Davis would repeat through her years, without mentioning Kay, that she “wasn’t like the ‘others’ who wanted to money, she [Bette] wanted the career.” Bette also stated that Kay was dismissed by Warner Brothers because of her lesbian activities. There was a lesbian scandal at Warner Brothers, but Kay was not part of it. Josephine Hutchinson and Margaret Lindsay were photographed at a lesbian orgy, and Warner Brothers was blackmailed. Also, Kay had just as many affairs with men as she did women, so her lesbian activities could not have been the excuse for destruction of Francis’ career.

For obvious reasons, Kay became severely depressed during the final months of her Warner Brothers contract. She wrote in her diary, “I not only do not enjoy seeing myself on the screen, but I don’t even see myself any more when I look in the mirror at home. Even the pleasures of a woman’s vanity, the fun of ‘prinking,’ are mine no longer. It has all become mechanical, impersonal, and boring. I look in the mirror, and I know there’s a face there. And it’s probably mine. I know that I must go through the motions of pulling it together, and I do, but I have no personal pleasure or interest in the process.” She gained about twenty pounds, began drinking heavily, and became a recluse, with the exception of sexual escapades which also seemed to have lost their fun.

Though she claimed to be retiring, Carole Lombard intervened, and urged RKO to sign Kay for In Name Only (1939). After getting the part of Maida Walker, the heartless bitch wife of Cary Grant’s character, Kay was disgusted by her costume tests, and asked for time to lose the weight. RKO more than accepted. Kay returned, looked stunning, and gave her best performance to date. Critics more than took note, but gave her a great deal of credit for taking on such a role. Her career had gone into serious decline, and here she was, making her stunning comeback playing the villainous bitch to the much beloved Carole Lombard and Cary Grant. Her performance virtually stole the film from both Grant and Lombard in their only time onscreen together. Next she appeared opposite Deanna Durbin in It’s A Date (1940). Critics noted that the film, a decent follow-up to her smashing performance in In Name Only could help Kay revive her career entirely, but her negative attitude prevented her from ever regaining the status she had been given in her Warner Brothers prime. But she did receive some good work in jobs that just have faded along with Kay’s legend, but are still interesting to watch. Her 1940 vehicle with Randolph Scott, When the Daltons Rode, featured some great stunt work. Charley’s Aunt (1941) was a landmark film for Twentieth Century-Fox. Kay held her own against Rosalind Russell in the sparkling comedy, The Feminine Touch (1941). Sidney Guilaroff, a famous MGM hairstylist said, “I loved Kay Francis. One of the great movie-going pleasures of in the 1930s was Kay. She was exotic, poised, dark, and lovely. I did her hairstyle in a film [Feminine Touch] with my good friend Roz Russell… Kay was a joy to work with. She possessed incredible eyes that were very expressive. She wore hats and turbans with such style and grace. She was very elegant on and off the screen.”

She must have been going far, because Warner Brothers was knocking at her door again, offering her the lead role in Always in My Heart (1942). Though it was a ridiculous film, it was a job, and she received the exact salary she demanded from Jack. Kay undoubtedly could have revived her career totally, but she didn’t care. Instead, she opted to do work for the services fighting in World War II. Myrna Loy, who worked with Kay and made USO tours with her, later remembered, “[Kay] was a little ahead of her time, using four-letter words that shocked me terribly; but I liked her. We shared a reality beyond titles and organizations at Long Beach, handing out coffee and doughnuts and whatever reassurance we could to draftees bound for Hawaii. We saw untrained kids inducted, all so young and bewildered, and endless stream totally unprepared for war. It broke out hearts.” Kay’s experiences in WWII were later written into the commercially successful film, Four Jills in Jeep (1944). Though Myrna did not appear in the film, a Hollywood Canteen-like production, Kay, Carole Landis, Martha Raye, and Mitzi Mayfair did. It was a surprise hit, but Kay had no more interest in working for the film medium, she set her sights on returning to Broadway.