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| Joanne Woodward | Lila Green |
| Richard Beymer | Kenny Baird |
| Claire Trevor | Helen Baird |
| Carol Lynley | Miriam Caswell |
| Robert Webber | Ricky Powers |
| Louis Nye | Ronnie Cavendish |
| Gypsy Rose Lee | Madame Olga |
| Michael J. Pollard | Jelly |
| Sondra Blake | Edwina |
| Susan Brown | Mrs. Mulvaney |
| Marlene Delamater | Sandra Mulvaney |
Stuck in a dead-end job in a dead-end Kansas town, Lila Green is at the end of her rope. After she loses her job as a local magician's stage assistant, Lila moves in with neighbor Helen and her son, Kenny . One night, Lila and Kenny give in to their mutual attraction, but immature Kenny doesn't pursue her any further. When Lila lets a new boyfriend talk her into stripping at a nearby club, her world falls even further into ruin.
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