Paul Henreid stars as a celebrated plastic surgeon, who meets concert pianist Lizabeth Scott on a brief holiday. He quickly falls for her, but she disappears before telling him she's engaged to a man who has helped her in her career. A confused, sullen Henreid returns to his practice, which includes his charitable work with female inmates. Henreid believes if he can change their looks, he can change their lives. When he learns that Scott is going to be married, he decides to 'recreate' her on badly scarred thief Lily (Mary Mackenzie).
Then, to give her a better environment, he decides to marry Lily much to the disapproval of his friends. It isn't long before Lily reverts to old pals and old ways--stealing jewelry and furs, but Henreid makes excuses to the shops and pays her bills. One day, Scott shows up. She decided not to marry and she sees a picture of 'herself' (Lily) on his desk. You would think this would elicit a 'that's really creepy' response, but it's brushed aside a little too easily. Lily finds out that she's just a Scott knock-off, and makes it clear that now she's going to do as she pleases, Henreid can't stop her and her life gets wilder. How will this all work out? Watch and find out.
Scott is the standout of the cast, playing both demure musician and party girl with equal skill. I first thought she was even changing her throaty whispers to become Lily (who gets more Cockney as her behavior spirals downward) but Mary Mackenzie voiced Lily throughout (there is a similarity). There are shades of Vertigo in the plot, and the score by the London Philharmonic is quite good, Odd choice for Heinreid in the cast, since he played a double part in "The Scar" just four years earlier.