Lily Brannel James, an aspiring model, sets out from her small hometown in Kansas to New York City to apply to the Thomas Caraway Model Agency. After she is hired by Tom Caraway, Lily is befriended by a former top Caraway model, Mary Ashlon, who advises her on the rules of the business. That evening, Mary arranges a double date for her and Lily with advertising executive Lee Gorrance and lawyer Jim Leversoe. At the club, Mary drinks excessively to cover her despair over the disintegration of her career and Lee's inattention. When Lily takes her home, Mary gratefully gives her a good-luck porcelain slipper. Later that same night, Mary kills herself. The following day, Lee visits a stunned Lily, but shows no regret over Mary's death and coldly tells Lily not think too much about her. Lily goes on to become successful at Caraway's and maintains a friendship with Jim, who one day introduces her to his friend, Steve Harleigh, a Montana copper-mine owner on a business trip to New York. Although Steve is married, he grows lonely during his long stay in New York and asks Lily to accompany him on several innocuous outings. When Steve prepares to return to Montana, both he and Lily realize they have fallen in love, but know nothing can come of it and part. Later, when Steve has Jim give Lily a bracelet, she misinterprets the gesture and believes that Steve is trying to pay her off for their time together. Lily's career continues to flourish, but she finds it less satisfying than she had hoped. Some time later, Steve returns to New York and against Jim's advice tries to contact Lily, who refuses to see him until she accidentally runs into him at one of their former haunts. When Steve tells Lily he will be working almost full-time in New York, they decide they should make an attempt to find personal happiness and Lily rents a larger apartment where they can spend time with each other. After a pleasant interlude, Steve unhappily reveals that his wife Nora is coming to visit him for his birthday. Lily presses him to tell Nora he no longer loves her, but Steve confesses that Nora is an invalid and unable to walk due to a car accident for which he is responsible. Angry, Lily accuses Steve of being ashamed of his relationship with her and he admits he can not summon the courage to leave Nora. The night of Steve's birthday, Lily continues with her plans to throw him an elaborate party, while Steve stays with Nora who shows him the progress she is making relearning to walk. At Lily's, Tom and another friend, Maggie try unsuccessfully to stop Lily's wreckless partying. Only when Steve arrives and grows angry at Lily's behaviour does she break down and admit her fear of losing him. When Steve insists he does not know what to do about his marriage, Lily decides to force the issue and asks Jim to introduce her to Nora. Despite Jim's warnings, Lily meets Nora, but is so moved by the sincerity of Nora's affection for Steve and her real dependency upon him, that she cannot break up their marriage. Although distracted and unhappy after giving up Steve, Lily continues to work and remains resolute about her decision. One day she runs into Lee who, angered over her rebuff at his advances, tells her she ruined herself and will end up like Mary. Depressed by the accuracy of Lee's observations, Lily darkly considers ending her life, but resolves to be strong and, breaking Mary's good-luck porcelein slipper, goes on alone.

Director:
George Cukor	Director
Jack Greenwood	Assistant Director
Howard Koch	Assistant Director
Cast:
Lana Turner	as Lily Brannel James
Ray Milland	as Steve Harleigh
Tom Ewell	as Tom Caraway
Louis Calhern	as Jim Leversoe
Ann Dvorak	as Mary Ashlon
Barry Sullivan	as Lee Gorrance
Margaret Phillips	as Nora Harleigh
Jean Hagen	as Maggie Collins
Phyllis Kirk	as Jerry
Sara Haden	as Smitty
Hermes Pan	as Specialty dancer
Bethe Douglas	as Stock model
Roberta Johnson	as Stock model
Alice Wallace	as Stock model
Bunny Waters	as Stock model
Pat Davies	as Stock model
Dorothy Abbott	as Stock model
Bridget Carr	as Stock model
Charlene Hardey	as Stock model
Marlene Hoyt	as Stock model
Hilda Plowright	as Desk clerk
Louis Mason	as Porter
Florence Cunningham	as Spinster
Elizabeth Flournoy	as Caraway receptionist
Georgia Pelham	as Model
Elaine Edwards	as Woman coming out
Helen Eby-Rock	as Telephone clerk
Margie Liszt	as Telephone clerk
Donia Bussey	as Telephone clerk
Betty Jane Howarth	as Woman waiting
Sue Carlton	as Woman waiting
John Crawford	as Photographer
David Bond	as Photographer
Dorothy Tree	as Caraway secretary
Ann Robin	as Woman showing legs
Pat Hall	as Woman showing legs
Geraldine Wall	as Hosiery woman
Robert Emmett Keane	as Hosiery man
Richard Anderson	as Hosiery man
Sally Cooper	as Kathy Ralton
Chris Olson	as Pete, Maggie's son
Wilson Wood	as Cab driver
John Butler	as Cigar clerk
Lurene Tuttle	as Vogue secretary
Maura Murphy	as Vogue receptionist
Ann Hunter	as Miss Lamson
Madge Blake	as Matron
Marjorie Wood	as Desk clerk
Gilbert Herman	as Artist
Joe Bautista	as Houseboy
David Hydes	as Hotel waiter
Percy Helton	as Hamburger proprietor
Tommy Bernard	as Adam
Myron Welton	as Boy
Sarah Padden	as Overseer
Betty Seland	as Voice
Kathleen Freeman	as Peg
Gertrude Graner	as Woman photographer
Carol West	as Girl on street
Clifford Brooke	as Waiter
Whit Bissell	as Rental agent
Harry Barris	as Piano player
Ray Walker	as Man at piano
Keith McConnell	as Man at piano
Michael Dugan	as Man at party
Ken Duncan	as Invitation man
James Cross	as Drunk
Ruthelma Stevens	as Kay
Claude Stroud	as Man with champagne
Marlo Dwyer	as Gravel-voiced woman
James Horne	as Male model
William Cabanne	as Male model
Major Sam Harris	as Male model
John Albright	as Coffee delivery boy
Mickey Martin	as United Parcel boy
Johnny Walsh	as Western Union boy
John Maxwell	as Executive
Glen Gregory	as Ventriloquist
Frankie Darro	as Bellboy
Andre Charise	as Man in Vogue office
Bob Cautiero	as Man in Vogue office
George Dee	as Man in Vogue office
Daniel De Jonghe	as Man in Vogue office
Diantha Pattison	as Woman playing canasta
Janet Fay	as Woman playing canasta
Claudette Thornton	as Woman playing canasta
Bert Keyes	as Miner
Barbara Darrow	as Woman on mezzanine
Alice Darrow	as Woman on mezzanine
Bobbie Stebbins	as Man on mezzanine
Lyle Clark	as Man on mezzanine
Queenie Leonard	as Hotel matron
Margaret Bert	as Hotel maid
Joan Valerie	as Woman at party
Kerry O'Day	as Woman at party
Carol Webster	as Woman at party
Beverly Thompson	as Woman at party
Lee Lynn	as Woman at party
Meredith Leeds	as Woman at party
Beverly Campbell	as Woman at party
Sue Casey	as Woman at party
Kenneth Garcia	as Man at party
Arthur Loew Jr.	as Man at party
Peter Thompson	as Man at party
Walter McGrail	as Man at party
Paul Kramer	as Airport gateman
Cinematography:
George Folsey	Director of Photography
Writer:
Isobel Lennart	Writer
Producer:
Voldemar Vetluguin	Producer
Editing:
George White	Film Editor
Music:
Bronislau Kaper	Music
Johnny Green	Cond
Art Director:
Cedric Gibbons	Art Director
Arthur Lonergan	Art Director
Visual Effects:
Peter Ballbusch	Montage Sequence
Make-Up:
Sydney Guilaroff	Hair styles des by
William J. Tuttle	Makeup created by
Costume-Wardrobe:
Helen Rose	Lana Turner's gowns
Art Department:
Edwin B. Willis	Set Decoration
Henry W. Grace	Associate (Sets)
Sound:
Douglas Shearer	Recording Supervisor
Film Production - Main:
Liz Hanson	Technical Advisor

The working title of this film was The Abiding Vision. Pre-production news items in Daily Variety indicate that M-G-M first assigned Vincente Minnelli to direct the film, and that numerous script revisions and casting difficulties delayed the start of production by several months. The film marked Lana Turner's return to the screen after a two-year absence from motion pictures. According to September 1949 news items in Daily Variety, Turner, who initially refused to star in the film and did not show up for her first wardrobe fittings, was forced to accept the assignment by studio heads Louis B. Mayer and Dore Schary.
       Contemporary news items in Daily Variety relate the following information concerning the production: Howard Keel, Cary Grant, George Murphy, James Craig, James Mason and Robert Ryan were, at various times, considered for the male lead opposite Turner. M-G-M then borrowed Wendell Corey from Hal Wallis Productions for the role, and he worked on the production through mid-February 1950, when M-G-M replaced him with Ray Milland. Daily Variety reported that Corey had asked to be relieved from his assignment because he felt that he "wasn't right for the role." Milland was borrowed from Paramount and was paid a reported $50,000 for his work.
       The film marked the motion picture debuts of Margaret Phillips, a stage actress, and Sally Cooper, the daughter of British actress Dame Gladys Cooper, whose next film, Joan of Arc, opened the day after this one. March 1950 Daily Variety news items list Tommy Gardner and Pat Dane in the cast but their appearance in the final film has not been confirmed. Tom Seidel, who played Jean Hagen's husband in the film, was also her husband in real life. Liz Hanson, who acted as technical advisor on the fashion modeling sequences, was the Western fashion editor for Vogue magazine. Some filming of exteriors took place in Calabasas, CA.
       Information contained in the file on the film in the MPAA/PCA Collection at the AMPAS Library, reveals that an incomplete script of the film reviewed by the Breen Office in December 1949 was labeled "the most thoroughly unacceptable story" the agency had received in many months. The Breen Office termed the story "shocking and highly offensive" and condemned its portrayal of "adultery and commercialized prostitution." A revised version of the script submitted to the agency in late January 1950 elicted a similar response as well as a harsh criticism of the story's "insufficient compensating moral values." To bring the story into agreement with the Production Code, the Breen Office insisted that M-G-M "show that the adulterous situation is wrong and that sinners must be punished for their sin." In February 1950, the Breen Office suggested the deletion of scenes involving any physical contact between "Lily Brannel James" and "Steve Harleigh," and the inclusion of a scene in which "Jim Leversoe" "dresses these people down for their sin."
       In mid-March 1950, with production of the film nearly completed, M-G-M was ordered by the Breen Office to rewrite the last portion of the picture and remove the "air of triumph" suggested by Lily and Steve's tender farewell. Modern sources note that the original filmed ending had "Lily" committing suicide by leaping from her New York City hotel room. That ending was discarded in favor of a happier ending, in which she considers suicide but decides not to jump.
       Modern sources also note that writers Samson Raphaelson and Donald Ogden Stewart worked on the screenplay at various times during development, and that Corey was dismissed by the studio at the request of Turner and director George Cukor following a feud between Turner and Corey that stemmed from an insulting remark that Corey was said to have made to Turner on the set. A biography of Cukor notes that the running time of the film was trimmed from 150 to 108 minutes, and that Cukor disliked the completed picture and disapproved of the studio's decision to change the ending.

Inspired by the short story "Abiding Vision" by Rebecca West in her book Harsh Voice: Four Short Novels (New York, 1935).