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| Miriam Hopkins | Martha Dobie |
| Merle Oberon | Karen Wright |
| Joel McCrea | Dr. Joseph Cardin |
| Bonita Granville | Mary Tilford |
Martha and Karen graduate from college and turn an old Massachusetts farm into a school for girls. The friends are aided in their venture by local doctor Joe Cardin, who begins a relationship with Karen, and a prominent woman whose granddaughter, Mary, later enrolls in the new school. Mary soon reveals herself to be a spiteful child and tells a scandalous lie about Martha and Joe that threatens to destroy the lives of all involved.
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