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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?

When he completes his military service Walter Gulick returns to his birthplace, Cream Valley, New York. He was orphaned as an infant and grew up elsewhere but always wanted to return to where he was from. He hopes to be a mechanic but soon after his arrival finds himself working as a sparring partner at a boxing camp. Having lost all of his money in a crap game, Walter is happy to take any kind of work but a devastating right hook sends him down a different path. Willy Grogan thinks he has a winner in Walter who, after helping a lady out, is dubbed Kid Galahad. Willy is a likable man but gambles too much and may have been a witness to a mobster’s conversation that would best be forgotten. As Walter gains more success, and falls in love with Willy’s sister Rose, Willy Grogan finds himself coming under pressure from mobsters to make Walter takes a dive at his next big fight.