A dictatorial film director hires an unknown actress to play the lead role in a planned movie biography of a late, great Hollywood star.

Kim Novak
as Lylah Clare / Elsa Brinkmann / Elsa Campbell

Peter Finch
as Lewis Zarken / Louie Flack

Ernest Borgnine
as Barney Sheean

Milton Selzer
as Bart Langner

Rossella Falk
as Rossella

Gabriele Tinti
as Paolo

Valentina Cortese
as Countess Bozo Bedoni

Jean Carroll
as Becky Langner

Michael Murphy
as Mark Peter Sheean

Coral Browne
as Molly Luther