Lou Andreas Sand, a once famous model, recalls her past as she tries to make success in the modeling world of New York, her stressful workdays, her affair with Mark, an advertising executive, her friendship with photographer Aaron, and her downward spiral into ruin.

Faye Dunaway
as Lou Andreas Sand

Barry Primus
as Aaron Reinhardt

Viveca Lindfors
as Paula Galba

Barry Morse
as Dr Galba

Roy Scheider
as Mark

Ruth Jackson
as Barbara Casey

John Heffernan
as Dr. Sherman

Sydney Walker
as Psychiatrist

Clark Burckhalter
as Davy Bright

Shirley Rich
as Peggy McCavage