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| Charles Boyer | Walter Louis Saxel |
| Margaret Sullavan | Ray Smith |
| Richard Carlson | Curt Stanton |
| Frank McHugh | Ed Porter |
| Tim Holt | Richard Saxel |
| Frank Jenks | Harry Niles |
| Esther Dale | Mrs. Smith |
| Samuel S. Hinds | Felix Darren |
| Peggy Stewart | Freda Smith |
| Nell O'Day | Elizabeth Saxel |
| Kitty O'Neil | Mrs. Dilling |
| Nella Walker | Corinne Saxel |
| Cecil Cunningham | Mrs. Miller |
| Marjorie Gateson | Mrs. Adams |
| Dale Winter | Miss Evans |
In turn-of-the-century Cincinnati, vibrant shop girl Ray Smith falls in love with banker Walter Saxel, who is engaged to a socially prominent woman. Inadvertently prevented from running away with Walter, Ray remains single but reunites with him five years later. Despite Walter being married and having a son, Ray becomes his mistress, and over the years suffers social ostracism and long stretches of solitude while waiting for their brief interludes together.
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