Billie Golden is a struggling cabaret singer who must choose between living in reality, or staying safely cocooned in a Technicolor dreamworld of her own creation. While Billie might dress like Rita Hayworth and envision herself singing in glamorous Manhattan nightclubs, her reality is far from that: she entertains at a third rate lounge; she has an alcoholic mother; and lives a tattered life in a dilapidated row house in Queens. Then, two men enter her life: one, a strait-laced, corporate attorney, Greg Ellenbogen, who can offer her everything she desires and, the other, Elliot Shepard, a bohemian musician who can only offer to fill her life with music.