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| Lana Turner | Lily Brannel James |
| Ray Milland | Steve Harleigh |
| Tom Ewell | Tom Caraway |
| Louis Calhern | Jim Leversoe |
| Ann Dvorak | Mary Ashlon |
| Barry Sullivan | Lee Gorrance |
| Margaret Phillips | Nora Harleigh |
| Jean Hagen | Maggie Collins |
| Phyllis Kirk | Jerry |
| Sara Haden | Smitty |
| Hermes Pan | Specialty Dancer |
| Tom Seidel | Bob Collins (uncredited) |
| Beverly Garland | Party Guest (uncredited) |
| Whit Bissell | Rental Agent (uncredited) |
Lily James moves from her small hometown in Kansas to New York City, with dreams of becoming a successful model. Despite a close friend's suicide, Lily's determination leads to fame and fortune. But when she meets a rich mine owner named Steve Harleigh, Lily realizes that money alone cannot buy happiness. She falls for Steve and the lovers begin a passionate affair, but Lily feels guilty when she learns about Steve's paraplegic wife .
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