When theatre actress Judy Carroll testifies on behalf of her former lover, accused embezzlement Al Howard, she loses custody of Elizabeth, an orphan she had planned to adopt. Her devoted manager Antonie "Tony" de Sola urges her to travel to Europe with her alcoholic mother Snooks to alleviate her emotional pain. While there she reads a play entitled ''Rockabye'', which eerily resembles recent events in her life. Despite Tony's qualms, she is determined to star in a Broadway theatre production.
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