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Dr. Philip Ritter, a London plastic surgeon, believes that physical deformities can lead to a life of crime. Along with his partner, Dr. John Wilson, he rejects more lucrative work removing wrinkles from vain socialites in favor of operating on criminals at a local prison in the hope of reforming them. One day, the prison doctor informs Philip about a young woman named Lily Colvert, who turned to robbery after being horribly scarred during the war, and Philip promises her a new face and a new life. Driving home from work that night, Philip is so exhausted from overwork that he almost crashes his car, and Jack insists that he take a vacation. On the way to his country cabin, however, a sudden storm forces Philip to take shelter at a small inn. As he settles into bed, he is awoken by the coughing of his next-door neighbor. Annoyed, he knocks on the door to offer aspirin and whiskey, only to discover that the culprit is the stunning pianist Alice Brent. He ministers to her cold and within days the two are falling in love. They spend a magical week together, but at the end of the week, Philip asks Alice to marry him and she cries and runs out of the room. The next day, she leaves mysteriously, and although Philip finally tracks her to her home, she spurns his call. Instead, she turns guiltily to her fiancé David, declaring that she owes him everything and will never leave him. Distraught, Philip dives into the only project that holds interest for him, the reconstruction of Lily's face. Days later, Alice calls to admit that she ran away because their love was too threatening and that she is to marry David. Philip continues to work on Lily over months, performing a series of grueling operations while Alice tours the world playing the piano. After her final concert, David approaches Alice and informs her that, since he can tell she is in love with another man, he must leave her. Meanwhile, Lily finally recovers, and when the bandages are removed, her face is identical to Alice's. Convinced that she can be rehabilitated now that she is beautiful, Philip asks Lily to marry him. He changes her clothes, makeup and hair to further mirror Alice. At first they are happy together, but Lily's true crass nature soon surfaces, and she reconnects with her old boyfriend Pete. Within weeks, she is stealing jewelry and furs, and Philip is forced to bribe storekeepers to keep her out of jail. One day, Alice returns to London and visits Philip, eager to tell him that she is no longer engaged. When she enters his office, however, she sees a photo of Lily and he is forced to reveal what he has done. She forgives him, but when Lily sees Alice, she realizes that Philip has created her in Alice's image and threatens to make trouble for him if he tries to control her. Lily begins to throw wild parties in their house, and desperate, Philip writes a letter to Alice stating that he is leaving town. She runs to his house, where Lily's friend mistakes Alice for Lily and reveals that Philip seemed murderously angry. Alice then learns that Lily has left to track Philip down and, worried that he may kill his wife, races to the train. There, a drunken Lily has found Philip's private car and is infuriating him with her ravings. When she lurches for a drink, she almost falls out of the exit door, and Philip grabs her just as Alice opens the inner door. She thinks that Philip is attacking Lily until Lily lunges at Alice's throat. As the two struggle, Lily falls out the exit to her death. The train is stopped, and as Philip puts his arms around Alice to comfort her, the conductor remarks that at least Lily does not have to go through life disfigured.