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Following his discharge from the Marines after World War II, Paul Saxon, heir to a chain of department stores, has an affair with Rae Smith, the owner of a dress shop in Lincoln, Nebraska. However, when Rae learns that Paul is married and has two children, she moves to New York and becomes a successful fashion designer. Paul finds her there, but Rae refuses to become the "other woman" in his life. Years later they meet again in Rome, where Rae, now the partner of the celebrated designer Dalian, has opened a salon. During the 3 days they spend together at Rae's seaside villa, Paul explains to Rae that his alcoholic wife, Liz, refuses to grant him a divorce. After a suicide attempt by Liz, Paul buys Rae a house in the Paris suburbs, and the two lovers continue to meet. Eventually Paul's young son identifies Rae as the mysterious woman in his father's life and orders her to stay away. Then Liz publicly shames Rae during one of her fashion shows. That same night, while driving with Paul, the drunken Liz loses control of the car and is killed in a crash. Paul is taken to a hospital and calls Rae to profess his love before he dies. Later, Rae is visited by Paul's two orphaned children, who now share with her a common bond of loneliness and grief.