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| Audrey Hepburn | Karen Wright |
| Shirley MacLaine | Martha Dobie |
| James Garner | Doctor Joe Cardin |
| Miriam Hopkins | Mrs. Lily Mortar |
| Fay Bainter | Mrs. Amelia Tilford |
| Karen Balkin | Mary Tilford |
| Veronica Cartwright | Rosalie |
| Jarred Barkley | Grocery boy (uncredited) |
| Mimi Gibson | Student |
| William Mims | Mr. Burton |
| Hope Summers | Old Lady |
| Florence MacMichael | Bit part (uncredited) |
Longtime friends Martha and Karen run a boarding school for girls. When an unruly child, Mary, is punished for lying, she concocts a story that Karen and Martha are having a lesbian relationship. When the story spreads, parents withdraw their children from the school. The women's lawsuit for libel hits many snags when they lack witnesses to speak for them. All the stress adversely affects Karen's engagement to Joe Cardin .
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