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Jeff Strong, the artistic son of a railroad magnate, walks out of his own party when he begins to feel alienated from the revelers. While driving along the waterfront, Jerry sees the bedraggled figure of a woman rowing a boat and stops to offer her a ride back to town. The woman, Kay Arnold, a call girl, tells Jerry that she has also escaped from a party and promptly falls asleep on his shoulder. As she sleeps, Jerry envisions her as the embodiment of his painting "Hope," and offers her a job as his model. The next day at his studio, Jerry begins to argue with Kay about her artificial and hardened appearance when his fiancée, Claire Collins, and his friend, Bill Standish, arrive. Bill finds Kay attractive just the way she is, and invites her to accompany him to Havana, but Kay has fallen in love with Jerry and begins to mold herself to please him. Soon frustrated by Jerry's constant criticisms, she lashes out at him, but later that evening she finally strikes the pose that he wants, and he paints into the night. When Kay collapses from exhaustion, Jerry insists that she sleep on his sofa, but the two spend a wakeful night of longing for each other. The next morning, Kay and Jerry are on the verge of declaring their love for each other when Mr. Strong appears and orders his son to stop seeing Kay. When Jerry refuses to follow his father's orders, Mr. Strong threatens to disown him. Disregarding his father's threat, Jerry decides to marry Kay and move to Arizona, but before they can leave, Mrs. Strong visits Kay and begs her to give Jerry up. Mrs. Strong's emotional plea touches Kay, and she agrees to forsake Jerry, then makes plans to go to Havana with Bill. As Kay leaves with Bill, her roommate, Dot Lamar, runs to tell Jerry that his mother has driven Kay away. Because the elevator man will not let her go up to Jerry's apartment unannounced, and cannot announce her because Jerry is on the phone, Dot must run up the twenty flights of stairs to his penthouse. By the time the overweight Dot arrives at Jerry's penthouse, Kay's ship has sailed, and Kay has decided to end her life by plunging into the icy water. After she jumps, however, she is rescued by a tugboat and awakens to find Jerry at her bedside.