In Los Angeles, California, CC Bloom rehearses the song “Under The Boardwalk” before her concert at the Hollywood Bowl. She receives a note that prompts her to abandon the show and rush to San Francisco, California. On the way, she recalls meeting her best friend, Hillary Whitney, on the beach in Atlantic City, New Jersey. There, eleven-year-old CC smokes a cigarette under the boardwalk and spies Hillary, a pretty, well-mannered girl who is lost and panicked. Promising to lead Hillary back to her hotel, CC takes her new friend to an audition and performs “That’s The Glory Of Love” with gusto. However, the talent scout prefers a prettier, less talented girl, and CC throws a tantrum. Hillary joins CC’s mother, Leona, in consoling the disappointed girl, and offers to take her for a soda. Arriving at a fancy hotel, Hillary reveals that her father is rich but her mother passed away when she was young. Suddenly, Hillary’s haughty Aunt Vesta appears and tears her away from CC, who looks out of place in her chintzy costume. Before parting, Hillary gives CC her address and begs her to write. The girls return to their very different lives: CC continues to pursue show business while living with her mother in a small apartment in the Bronx, and Hillary enjoys equestrian lessons and resides at her father’s mansion outside San Francisco. Although they never see each other, CC and Hillary become pen pals. Hillary grows up to become a beautiful law student at Stanford University, and CC, who auditions constantly to no avail, gets her own apartment in downtown Manhattan after Leona moves to Florida. One night, Hillary surprises CC after her performance at a jazz club, announcing that she quit her job at a law firm and came to New York for a fresh start. CC invites Hillary to stay in her apartment and the two become inseparable. Hillary begins to work for the American Civil Liberties Union, while CC takes odd jobs, including a gig delivering singing telegrams. One day, Hillary drives CC to an apartment building, where she performs a singing telegram dressed as a bunny. The recipient, John Pierce, reveals that he is a theater director and invites CC to audition for him. When he sees Hillary outside, John is smitten, and CC is immediately jealous. Although CC dyes her hair blonde to get John's attention, John does not seem to notice the change when he casts her as a prison guard in his upcoming play. Sometime later, CC wins the lead role in a musical directed by John, and her performance wins rave reviews. However, John and Hillary slip away on opening night, and Hillary later apologizes to CC for sleeping with John, knowing that CC also has feelings for him. Quick to forgive, CC offers to water Hillary’s plants when she goes home to visit her sick father. Hillary is held back in San Francisco as her father becomes increasingly ill, and begins dating the family’s young lawyer, Michael Essex. Meanwhile, CC lands a role in a Broadway revue and develops an ambiguous relationship with John in Hillary’s absence. When her father dies, Hillary decides to marry Michael Essex, but CC cannot attend the wedding due to her Broadway show. After finally having sex, John declares his love for CC and they are soon married at City Hall, where CC slaps John’s face so he will remember the moment forever. Hillary and Michael visit New York to see CC’s revue, Sizzle ’76. After the show, Michael disguises his dislike for the bawdy material, and CC is surprised to learn that Hillary has quit her job to become a housewife. At CC and John’s new uptown apartment, John greets Hillary too warmly for CC’s liking. The women become increasingly competitive, and the strain in their relationship comes to blows during a shopping trip when Hillary suggests CC is too selfish to be a good mother. Livid, CC accuses Hillary of jealousy, and Hillary suggests CC ended up with John “by default.” Later, on the airplane home, Hillary cries in the bathroom, hiding her torment from Michael. In time, CC writes more letters to Hillary, but they are returned. Meanwhile, both women’s marriages deteriorate. Visiting Leona in Florida, CC tells her mother that John no longer pays enough attention to her. Leona reprimands her daughter for needing too much attention, but upon returning to New York, CC cannot convince John to stay. She goes to work on a film and fights with the director, while, in San Francisco, Hillary catches Michael cheating on her. After being fired from the movie, CC comes to perform at a tacky San Francisco club. Hillary surprises her there and admits to being jealous of CC’s talent. In turn, CC confesses that she envies Hillary’s beauty, and commiserates when she discovers that Hillary has left Michael despite being pregnant with his child. Admitting that she and John also broke up, CC stays to help Hillary prepare her nursery. CC engages in a whirlwind romance with Dr. Richard Milstein, Hillary’s obstetrician, but leaves him to take the lead in one of John’s plays. In the next few years, CC re-establishes herself as an actress and singer, Hillary returns to her law career, and her daughter, Victoria, grows up to be precocious and strong-willed. When Victoria is eleven years old, an exhausted Hillary is diagnosed with viral cardiomyopathy, a debilitating heart disease. She is placed on a waiting list for a heart donor, but a match is unlikely. CC agrees to spend the summer at Hillary’s beach house, and although her relationship with Victoria is initially rocky, the child becomes more dependent on CC as Hillary weakens. One day, Hillary observes CC teaching a dance to Victoria on the beach and becomes jealous, but CC encourages Hillary to act livelier as long as she can. As the summer ends, Hillary returns home with Victoria, who plans to see CC’s upcoming show at the Hollywood Bowl. However, on the day Victoria is meant to fly out, Hillary faints. Abandoning the concert, CC rushes to the hospital in San Francisco and convinces the staff to release Hillary so that Victoria will not have to see her there. The three return to the beach, where Victoria and Hillary spend their final moments together. CC discovers that Hillary has left Victoria in her care, and offers the girl the option to come with her to New York or live with Aunt Vesta. Victoria chooses CC, and sometime later, watches from backstage as CC performs “That’s The Glory Of Love.” After the show, CC tells Victoria the story of how she and Hillary met.