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Tom Winston, a widower, is trying to understand and raise three precocious children alone. He gets a little unexpected help from Cinzia, when the children decide she is be the new maid. She is actually an Italian socialite who is trying to get away from her overprotective father.

Gloria (Jane Fonda) is a young woman of the Depression. She has aged beyond her years and feels her life is hopeless, having been cheated and betrayed many times in her past. Fantasizing about movies, she sees herself as an actress and decides to head for Hollywood, having got the idea from a movie magazine while recuperating in the hospital from a suicide attempt which resulted from another unhappy love affair. Robert (Michael Sarrazin), a desperate Hollywood citizen unsuccessfully trying to become a director, never doubting that he’ll eventually make it. Robert and Gloria meet and decide to enter a dance marathon, one of the crazes of the thirties. The grueling dancing takes its toll on Gloria’s already weakened spirit, and she tells Robert that she’d be better off dead, that her life is hopeless - all the while acting cruel and bitter, alienating those around her, trying to convince him to shoot her and put her out of her misery. After all, they shoot horses, don’t they?

Tod Hackett, fresh out of Yale, wants to make it as an art director in late 1930’s Hollywood - but he finds himself increasingly distracted by his new neighbor Faye, a would-be starlet with possible designs of her own on a lonely, morose accountant. As Tod is drawn deeper into the lurid private lives of studio bosses and film industry workers, he gradually becomes desperate to know if Faye - or anyone - is capable of real love.