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At her Cedar Court Apartments bungalow in Los Angeles, Milly Weatherby, a lonely spinster in the autumnal years of her life, spends her days working as a stenographer. When one of her clients presents her with tickets to the symphony for a job well done, Milly attends the concert alone. The melancholy music causes Milly to recall a time, years earlier, when she sacrificed the love of a prospective suitor to care for her ailing father. After the concert, Milly stops for a bite at a crowded café and is seated at the last empty booth. As Milly plays the song "Autumn Leaves" on the juke box, Burt Hanson, a personable young man, enters the restaurant and, noticing a vacant seat at Milly's booth, asks to join her. After Milly reluctantly consents, Burt comments that she seems lonely and urges her to talk to him. Over dinner, Burt explains that he has recently been discharged from a non-combat post in the Army, and has moved to Los Angeles in search of employment. Burt insists on escorting Milly home and invites her to the beach the next day. As Milly dons her bathing suit in the bath house, she becomes self-conscious about her figure, but Burt soothes her doubts with flattery, and they end up passionately embracing in the crashing waves. At the end of the day, however, Milly admonishes Burt to date someone his own age and tells him not to come back. One month of lonely days and nights later, Milly enters the apartment courtyard, hears the strains of "Autumn Leaves" wafting from her apartment and runs home to find Burt waiting for her. When Burt invites Milly to a movie and dinner to celebrate his new job at a department store, Milly hesitates until Burt assures her that he has been dating women his own age and found them all too young. During the movie's intermission, Burt abruptly announces that he wants to marry Milly and presses her for an answer. Stunned, Milly calls Burt impulsive and insists on going home. When Burt sullenly says goodbye and begins to walk away, however, Milly changes her mind and accepts his proposal. Impatient, Burt suggests that they get married in Mexico the following day, but when he states on the marriage license that Chicago is his place of birth, Milly becomes confused because he had earlier told her he was born in Wisconsin. Two weeks later, Burt showers Milly with gifts and tells her that he has been promoted to manager. When Milly's client, Col. Hillyer, comes to drop off a manuscript, Burt eagerly discusses his combat experiences with the officer, perplexing Milly, who believed that her husband served in a non-combat division. After Burt leaves for work, a woman comes to the door and introduces herself as Burt's ex-wife Virginia. Having been told by Burt that he had never been married, Milly asserts that Virginia is in error until she produces a photograph of Burt and his father, who Burt had claimed was dead. Virginia explains that Burt walked out on her after being charged with shoplifting and that she and his father have come to Los Angeles to find him. Virginia then hands Milly a property settlement that she wants Burt to sign. After warning that Burt is an inveterate liar, Virginia leaves a sickened and frightened Milly. Distraught, Milly visits Burt's father at his hotel. After feigning concern for his son, Mr. Hanson cautions Milly that Burt is a lost soul who should be institutionalized. Once Milly leaves, Virginia slips out of the bedroom and carnally embraces her former father-in-law. When Burt comes home from work, Milly tells him that she has discovered he is a clerk and not a manager and accuses him of stealing the presents he has given her. As Burt stares at her dumbfounded, Milly asks why he never told her about Virginia. Becoming agitated, Burt says the marriage meant nothing to him, and recalls coming home early from work one day to surprise Virginia, after which he blacked out. When Milly insists that Burt see his father, he breaks down in tears, but finally accedes to her wishes. The next day, Milly goes to the hotel to talk to Mr. Hanson, and spots him at poolside cuddling Virginia. Realizing the extent of her father-in-law's betrayal, Milly hides in the corridor while the lovebirds go upstairs to their suite. Soon after, Burt comes to the hotel, and when Milly learns that he is on his way to see his father, she bolts upstairs in hopes of sparing her husband. She is too late, however, and finds Burt slumped in the doorway outside the suite. Back at home, Burt becomes withdrawn and uncommunicative. Soon after, Virginia and Mr. Hanson drive into the courtyard and demand to see Burt. As Burt eavesdrops from the doorway, Milly orders them to leave, and Hanson then threatens to commit Burt unless he signs the papers deeding Virginia the property that Burt inherited from his late mother. Denouncing the pair as monsters, Milly runs back to her apartment, where Burt ragefully accuses her of being in league with his father and ex-wife, slaps her to the floor and then crushes her hand with the typewriter. After Milly cries out in agony, Burt tearfully begs her forgiveness. Milly's injuries are treated by Dr. Masterson, who recommends that Burt see Dr. Malcolm Couzzens, a psychiatrist. Milly resists his advice until one night, Burt relives Virginia's betrayal and begins to sob uncontrollably. The next day, an anguished Milly confers with Dr. Couzzens, who diagnoses that Burt is a schizophrenic and advises hospitalization. When Couzzens warns that Burt is regressing into childhood, Milly finally agrees to commit him even though she fears that Burt will no longer need her once he is cured. While Milly throws herself into her work, Burt undergoes treatment. After months of having no communication with her husband, Milly receives a letter from the sanitarium, notifying her of Burt's discharge. Certain that Burt no longer loves her, Milly goes to the sanitarium and, after offering to send him his clothes, says goodbye and walks away. Following her, Burt tenderly kisses Milly's injured hand and then embraces her.