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| Vivien Leigh | Karen Stone |
| Warren Beatty | Paolo di Leo |
| Lotte Lenya | Contessa Magda Terribili-Gonzales |
| Coral Browne | Meg |
| Jill St. John | Barbara Bingham |
| Jeremy Spenser | Young man |
| Stella Bonheur | Mrs. Jamison-Walker |
| Josephine Brown | Lucia |
| Peter Dyneley | Lloyd Greener |
| Carl Jaffe | Baron Waldheim |
| Harold Kasket | Tailor |
| Violet Keats | Julia McIlheny |
| Cleo Laine | Singer |
| Bessie Love | Bunny |
| Elspeth March | Mrs. Barrow |
Disheartened by suggestions that she is too old to for her role in a play, 50-year-old actress Karen Stone travels to Rome. After her husband dies on the plane, Karen rents an apartment and meets a conniving countess who introduces her to Paolo, a young Italian gigolo. Karen and Paolo begin a steamy affair, but the countess insists on paying for Paolo's services and ensures that the romance will not last long.
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