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In the theatrical district of New York City, Katie Roth, a driven stage mother, pushes her little daughter Lillian to "sell herself" to a casting director. Stung by her mother's critical tone, Lillian breaks into tears, prompting Katie to advise her that "she can cry tomorrow" because they have more important things to do today. Katie refuses to let Lillian waste her time playing with the neighborhood children, even though one of the children, David Tredman, has developed a close bond with Lillian. After Katie whisks Lillian away to Chicago to play the vaudeville circuit, Lillian begins an ascent that culminates in her being billed as "Broadway's youngest star." As the years pass, Lillian progresses from stage to screen star. When David, now an entertainment company lawyer, comes to Los Angeles on business, he tries to contact Lillian, but her mother fails to deliver his messages. After one message finally gets through to Lillian, she finds David in the hospital suffering from an undisclosed illness, and once he is released, the two begin to date. One month later, David has completed his business and returns to New York, promising to stay in contact with Lillian. David then arranges a tour for Lillian beginning at the Palace theater in New York. Upon arriving in New York, Katie summons David to the apartment she shares with Lillian ostensibly to thank him for arranging the tour. When Katie implies that David is interfering with Lillian's appetite for fame and success, Lillian unexpectedly arrives at the apartment. David then asks Lillian what she wants, and she unequivocally replies that she wants to marry him and be a wife and mother. Soon after, David falls ill, and on the opening night of Lillian's show, he phones from the hospital to wish her luck. While Lillian is onstage, word comes that David has died. After finishing her number, Lillian rushes to the hospital and breaks down, sobbing on David's empty bed. Although grief-stricken, Lillian insists on continuing the tour in honor of David and is accompanied by her mother and Ellen, a nurse. When Katie invites one of Lillian's admirers, a soldier named Wallie, to join them for dinner, Lillian rebels and lashes out at Katie for trying to control her life. To calm Lillian, Ellen gives her a drink. Lillian discovers that alcohol gives her a sense of confidence and security, and she begins to take refuge in the bottle. One night, Wallie, who is on leave from the military, comes backstage to see Lillian. The two spend the night reveling in whiskey, awakening from a drunken stupor the next morning in a hotel room. Lillian is shocked when Wallie informs her that they were married the previous evening and are now husband and wife. Over the next year, Lillian and Wallie indulge in nightly drinking bouts, ending in bitter recriminations when Wallie announces he is "sick of being Mr. Lillian Roth." Two years after her divorce, Lillian meets Tony Bardeman at a party. Lillian is intrigued by Tony's assertion that he can stop drinking at will. Claiming that he has no tolerance for drunkenness, Tony proves his point by brutally beating an obnoxious drunk who is causing a row at the party. Inspired by Tony's will power, Lillian vows to foreswear alcohol and invites Tony to lunch the next day, but when he fails to appear, she goes to a bar and gets drunk. One day, Tony reappears and Lillian begs him to help her stop drinking. Preying on Lillian's vulnerability, the manipulative Tony promises they will stay sober together, then deceives her into lending him $5,000 to close a business deal in Chicago. The two are married, and when Tony's deal falls through, Lillian blames herself for getting drunk. On a train to Los Angeles, Tony torments Lillian by drinking in front of her, causing her to break down and take a shot. Upon reaching California, Lillian's abuse of alcohol escalates. Fearful that the often abusive Tony will kill her, Lillian sneaks out of their hotel room one night and drunkenly wanders the streets, eventually pawning her mink coat to buy a drink. After descending to the depths of Skid Row, Lillian goes home to New York to live in a tiny apartment with her mother. Following an acrimonious argument with Katie one day, Lillian rents a room on the upper floor of a hotel and contemplates suicide. As she climbs onto the window's ledge, however, Lillian finds herself unable to jump and falls back onto the floor. While walking the streets afterward, Lillian is drawn to an Alcoholics Anonymous shelter where she is consoled by Burt McGuire, who becomes her sponsor. Suffering from delirium tremens, Lillian is cared for by Burt and the other recovering alcoholic counselors, who shepherd her through the painful process of withdrawing from alcohol. Once sober, Lillian sings while Burt accompanies her on the piano. Although Lillian is falling in love with him, Burt, who has been crippled since a bout with childhood polio, feels inadequate and rebuffs her feelings. When Lillian sings at an AA talent night, her performance garners the attention of the press and she soon receives an offer to appear on the This Is Your Life television program. After Lillian seeks Burt's advice about whether to accept the offer, he insists that she must make her own decision, then finally admits that he is afraid to love her. Replying that they were meant to be together, Lillian appears on the show to give other alcoholics hope.