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Actress Georgia Lorrison, writer James Lee Bartlow and director Fred Amiel each receive a trans-Atlantic phone call from producer Jonathan Shields. While Georgia and Fred refuse to speak to him, Jim snarls "Drop dead" before hanging up. Later, the three drive together to Shields Pictures to see their old friend, studio manager Harry Pebbel. When they scoff at Harry's suggestion that Jonathan, whom they have not seen in some time, wants them to make a picture for him, Harry ponders their responses and asks Fred, who has known Jonathan for eighteen years, how they met: At the funeral of Jonathan's hated studio mogul father, aspiring director Fred is a hired mourner. When Fred makes snide comments about the deceased, however, Jonathan refuses to pay him. Remorseful over his behavior, Fred later apologizes and learns from Jonathan that he wants to make movies but his father died broke, and he has no assets. Fred admires Jonathan for the drive he himself lacks, and Jonathan sees talent in Fred. The men become friends, and for the next two years work at every movie job they can find. One night, when Fred, Jonathan, Fred's girl friend Kay and their friend Syd Murphy crash a Hollywood party, Jonathan gets an idea when he sees Harry and several producers playing poker. Pawning everything they can, the friends finance Jonathan's entry in a high stakes poker game. After the game, a bemused Jonathan reveals that he won $6,000 but eventually lost that and $6,351 more to Harry. The next day, Jonathan goes to Harry to say he cannot cover his bet but proposes that Harry, who was started in the movie business by the elder Shields, hire him so that he can work off the loss. Harry says he needs good pictures, not money, and is happy to give the arrogant Jonathan a chance to fail. Jonathan then hires Fred as his director and for several years they make low-budget films together. One day, frustrated over their meager budgets, Jonathan comes up with an idea to turn a routine horror film into something unique. Although audiences are enthusiastic about the picture, Harry only offers a sequel as their next assignment. Fred later tells Jonathan it is time for them to make a "real" picture and shows him the script for The Far Away Mountain . Harry approves the project, but Jonathan takes credit for the idea, disappointing Fred. Wanting to have a big star for the lead, Fred suggests Victor "Gaucho" Ribera, and, with Syd's help, they meet Gaucho at a club. To their surprise, Gaucho agrees to do the film because he likes the script, and Harry allocates $1,000,000 for the picture. Although Jonathan will produce, he tells Fred that studio bosses have insisted on hiring veteran Von Ellstein to direct. Hurt and angry over Jonathan's betrayal, Fred severs their friendship. When he ends his story, Fred looks contemptuously at the Oscar Jonathon won for The Far Away Mountain , but Harry reminds him that Jonathan forced Fred to become independent and thus win two of his own Oscars. He now is one of Hollywood's most sought-after directors and has a happy family with Kay. Harry then asks Georgia about Jonathan: The daughter of alcoholic screen legend George Lorrison, a teenaged Georgia is left penniless and shattered when he dies. She tries to get small acting jobs, but as her career founders, she turns to alcohol and men. One day, Georgia gets a small part in one of Jonathan's pictures. Intrigued by her, Jonathan goes to her one-room apartment that night, then lambastes her for being a drunk and building a shrine to her father rather than emulating his class and talent. She then hits him and sobs hysterically until he gently puts her to bed. The next day, she shows up for the screentest, which impresses no one but Jonathan, who sees inherent star quality in her. Georgia agrees to give up alcohol and men and works hard for Jonathan, with whom she falls in love. The night before her film is to begin, Georgia disappears and Jonathan finds her drunk in her old room. Jonathan takes her to his mansion and, realizing what she needs, passionately kisses her. After weeks of shooting, the film is completed and Georgia is happy, sure that Jonathan loves her. The film is a great success but on the night of the premiere, Jonathan does not attend the party. Thinking he does not want to take the spotlight away from her, Georgia goes to his house to celebrate but finds that he is with a starlet named Lila. The stunned Georgia drives away after Jonathan lashes out at her, screaming that he feels empty at the end of a picture. At the conclusion of Georgia's story, she says she will never work with him again, though Harry reminds her that Jonathan turned her from a drunk and a tramp into a star, one of the most popular in the world. Now Jim recalls his relationship with Jonathan: As a well-respected professor at a Virginia college, Jim gains moderate success with his first novel, The Proud Land , a racy story of old Virginia. When Jonathan, who has bought the screen rights, calls Jim to come to Hollywood for two weeks to discuss the script, Jim turns him down, but his flighty, ambitious wife Rosemary convinces him to accept. Rosemary quickly becomes dazzled by life in Hollywood. Jim is less than enthusiastic but at her urging agrees to stay and work on the script. Jonathan soon realizes that Rosemary is too much of a distraction to Jim and suggests to Gaucho that he romance Rosemary while he and Jim go to Lake Arrowhead for two weeks of uninterrupted work. Despite Jim's initial hatred of Jonathan, they work well together and become friends by the end of the two weeks. As the men drive back from Arrowhead, Jim confesses that he missed Rosemary's distractions, and when they stop for gas, he is stunned by a newspaper headline stating that Gaucho and Rosemary are believed dead in a mountain plane crash. Later, Jonathan and Syd keep the press, who know that the plane was headed for Acapulco, from revealing the truth in the newspapers. Jonathan comforts Jim, who blames himself because he left Rosemary alone, and feigns ignorance of Gaucho and Rosemary's affair. Four days after production begins on The Proud Land , Jonathan's constant second guessing of Von Ellstein causes him to quit, and Jonathan takes over the picture's direction. Although he works hard and is very patient with the crew, when the picture is finished Jonathan realizes that it is terrible and it is his fault. Jim cheers Jonathan up by suggesting that they go to Lake Tahoe, but while Jonathan is getting ready he lets it slip that he knew about Gaucho and Rosemary before the plane crash. Jonathan tells the stunned Jim that he is better off without Rosemary, who was a fool, after which Jim punches him and leaves. When Jim finishes talking, Harry points out that he won a Pulitzer Prize for his book based on Rosemary and is one of the most successful screenwriters in Hollywood. Harry then says that he is proud to have worked with Jonathan, even if Jonathan considered him little more than a penny-pinching bookkeeper. When a call comes through from Jonathan, Georgia, Fred and Jim leave Harry's office, but have a change of heart. Georgia picks up an extension phone in the outer office, and as the three huddle over the receiver, they hear Jonathan describe his idea for the new picture and are intrigued.