In turn-of-the-century Cincinnati, vibrant shop girl Ray Smith falls in love with banker Walter Saxel, who is engaged to a socially prominent woman. Inadvertently prevented from running away with Walter, Ray remains single but reunites with him five years later. Despite Walter being married and having a son, Ray becomes his mistress, and over the years suffers social ostracism and long stretches of solitude while waiting for their brief interludes together.

Charles Boyer
as Walter Louis Saxel

Margaret Sullavan
as Ray Smith

Richard Carlson
as Curt Stanton

Frank McHugh
as Ed Porter

Tim Holt
as Richard Saxel

Frank Jenks
as Harry Niles

Esther Dale
as Mrs. Smith

Peggy Stewart
as Freda Smith

Samuel S. Hinds
as Felix Darren

Nell O'Day
as Elizabeth Saxel