This drama takes the form of a story told using documentary material as an intrinsic part of the narrative. In this journey through the dark side of 1950s urban life, the camera follows Judith - a newly divorced woman looking for a fresh start - through the streets of Los Angeles as she encounters the strange denizens of the city, ranging from trendsetters to religious fanatics. All the tawdry and desperate faces of this world become a mirror for Judith's personal failures and struggles to claim her new life.

Consumed with bitterness and anger over a failed marriage, recent divorcée Judith McGuire flies into a large city to reconsider her life. In a running interior "discussion" with her conscience, Judith harshly dismisses the relationships of others around her, then caustically acknowledges that she remains completely alone, as through miscarriage and abortion she never had a child. After settling into a modest apartment, Judith lives on bi-monthly alimony checks and for the first few days, remains indoors, seeing no one but the landlady and her cat, hoping vainly to hear from her former husband, Fred. Judith finally ventures out and joins the throngs who struggle to remake themselves through beauty treatments, fanatical exercise and shopping for unnecessary, frivolous items. For a time Judith finds solace in playing cards and gambling. Still brimming with resentment, Judith notes how people congregate everywhere, yet remain alone. She observes how the subsequent loneliness often causes many people to lavish excessive, unnatural attention on a myriad of pets. After coming upon a car accident and its victims, Judith realizes she wants to forgive her husband for his infidelity and her conscience urges her to contact him. Upon telephoning Fred, Judith learns with dismay that he is happy and intends to remarry. In response, an angry Judith begins dating and goes to a roller-skating derby and a wrestling match where the crowds enthusiastically applaud the brutality. One night, Judith accompanies her date to a burlesque club and both pities and admires the women who transform themselves into male fantasies for money. After a New Year's Eve party, Judith takes her date to her apartment but remains unmoved by their night together. Goaded by her conscience to cease her self-pitying and reach for life, Judith can only see desperation around her in the homeless, the poor, the elderly and the laborers. She observes that so many people long for sensation and take various roads to satisfactions that seem to lead nowhere. Depressed by her own unsatisfied, lonely desires, Judith attends a religious faith-healing session, during which a minister lays hands on numerous women who fall into raptures. Overcome by a strong feeling of despair at this empty excess, Judith speeds along the freeway and, losing control of her car, crashes. Seriously injured, Judith is transported to the hospital where, during her recovery under the ministrations of a sincere nurse, she begins to relate to humanity again upon observing the numerous people who donate blood for her. In a dream, Judith follows the kind nurse outside where she sees dancers and drag queens and various other social outsiders all embracing their differences and finding happiness. Judith tells her conscience she has decided to "say no to nothingness," and rejoin the living. Upon being released from the hospital, Judith sees a young couple on a beach and is content to realize she has opened herself up to love again.