A Broadway star tries to hold onto an adopted child and a younger man.

After Broadway actress Judy Carroll testifies in court on behalf of accused embezzler Commissioner Al Howard, her former lover, she loses custody of orphan Elizabeth, called "Lilybet", whom she had longed to adopt. Devastated by the loss, Judy takes the advice of her longtime manager and would-be lover, Antonie "Tony" de Sola, and travels to Europe with her alcoholic mother. While in Europe, she reads a play called Rockabye , whose plot echoes much of her recent life and, against Tony's wishes, pushes to do a production of it on Broadway. Playwright Jacob "Jake" Van Riker Pell, however, has doubts about Judy's ability to play the part of a tough "Second Avenue" girl, stating that she is too sophisticated, but has a change of heart when Judy reveals that she was brought up on Second Avenue and learned to be a "lady" from Tony. After a fun-filled, romantic evening on the town with Jake, whom Judy learns is soon to be divorced, Judy convinces Tony to produce Rockabye . Soon after, while they are picnicking together, Jake suggests to Judy that they marry as soon as his divorce is final and is accepted by Judy without reservations. At a party for the successful premiere of Rockabye , however, which Jake fails to attend, Jake's mother visits Judy and, reporting that Jake's wife has just had a baby, admonishes Judy to relinquish Jake from his promise of marriage. Stunned by the news, Judy announces her intention to marry Tony and sarcastically dismisses Jake when he finally arrives at the party. Although Jake vows that he will leave his wife for her, Judy adamantly insists that he return to his family. Her love sacrificed, Judy then finds solace in the faithful, understanding arms of Tony.