Nebraskan Phyllis Matthews arrives in New York City to become a model and is greeted at the airport by her hometown friend, Fran Davis. Fran, a nightclub singer for the past six years, has grown somewhat cynical, but appreciates Phyllis' naïve exhilaration. They stop at Fran's apartment, where Phyllis is horrified to find Fran's neighbor, Glitter magazine writer Tom Burton, in the shower. Frank assures her they are just friends, but Phyllis is further offended when Tom insinuates that her innocence will not last long in the big city. Later, Phyllis fixes up Fran with Barron Courtney II, a supposedly rich playboy who actually makes his living by introducing young women to rich older men, and they visit the club where Fran is singing that night. There, Barron presents Phyllis to wealthy Ted Andrews, who insults her by offering one hundred dollars to continue the evening with him. Meanwhile, Fran's lover, Mike Marsh, the married editor of Glitter , visits Fran in her dressing room, but does not stay to watch her sing. At Fran's apartment later that night, Fran advises Phyllis to take men's money but remain chaste, and later Tom offers to arrange a job interview at Glitter . The next morning, Tom tells Mike about his idea, to photograph a fresh country girl as she learns her way around the city. Although Mike is at first skeptical, he changes his mind when he sees Phyllis in a bathing suit. Within days, Phyllis is at the studio day and night being photographed as a glamorous new star. By the end of the shoot, she and Tom kiss. Later, Mike invites her to lunch to discuss a contract, and although Phyllis has no idea he has cancelled a date with Fran to do so, Fran sees them and assumes Phyllis is trying to steal Mike away. After Fran's anger causes Phyllis to run out of the room, Fran reveals to Tom that Mike represents her last hope for a stable future. That night, while Fran is performing at the club, she spots Mike in the audience with his wife Greta, who will not divorce Mike even though their marriage has grown cold and bitter. Backstage, meanwhile, club owner Lew Martel informs Barron that he now owes him almost six thousand dollars. Soon after, Tom leaves on a business trip just as Glitter goes on sale, instantly transforming Phyllis into a celebrity. After Mike begins to chase Phyllis in earnest, Fran makes a desperate visit to his office, where he promises never to leave her. Aware he is lying, Fran goes home and drinks. When she finds a note from Mike inviting Phyllis to a work party that night, she asks Barron to take her there. Drunkenly interrupting the party, Fran raves that Mike is an adulterer and Phyllis a gold-digger, and slaps Phyllis. Outraged, Mike takes Phyllis to the company apartment, but Fran follows them there and bursts into the room with a gun. Mike charms her into giving him the gun, but when she acquiesces and hands it over, the gun discharges accidentally, killing Mike. Soon, the tabloids concoct a tale about a love triangle, and conjecture about whether Fran or Phyllis murdered Mike. Fran lies to the reporters that Phyllis was trying to seduce Mike, and although the death is eventually found to be accidental, both women's reputations are ruined. Unable to find a job, a desperate and disillusioned Phyllis asks Barron to fix her up with Ted. When Tom returns to town, he sees how Phyllis has changed and, beginning to believe Fran's story, refuses to see her. Meanwhile, Fran drinks more and more, and when she calls Lew to beg him for a job, he tells her she will never work again. Lew then calls Barron in and orders him to set up Ted, through a date with Phyllis, for a mob hit. Ashamed but helpless, Barron agrees, but then visits Fran and informs her that he has made the arrangements for Ted's murder. Realizing Phyllis is in grave danger, Fran races to Phyllis' apartment, where the hired killer is hiding behind a door waiting for Ted to arrive. A terrified Phyllis, who does not understand what is happening, is forced to let Fran in when she knocks, and the killer mistakenly shoots the singer. Ted, arriving moments later, shoots the gunman and calls the police. Sobbing, Phyllis accompanies a wounded Fran to the hospital, where Tom also visits. Fran admits that she lied about Phyllis and Mike and urges Tom to take Phyllis back. Hours later, Fran pulls through her dangerous operation, and after a few weeks, the new scandal dies down. When Tom and Phyllis, in love once again, arrive at the airport to pick up Tom's parents, Phyllis happens to hear a country girl rhapsodizing about her new life in Manhattan, and wishes the girl all the luck in the world.