The film flashes back a year. Margo Channing (Bette Davis) is one of the biggest stars on Broadway, but despite her success she is bemoaning her age, having just turned forty and knowing what that will mean for her career. After a performance one night, Margo's close friend Karen Richards (Celeste Holm), wife of the play's author Lloyd Richards (Hugh Marlowe), meets besotted fan Eve Harrington in the cold alley outside the stage door. Recognizing her from having passed her many times in the alley (as Eve claims to have seen every performance of Margo's current play, Aged in Wood), Karen takes her backstage to meet Margo. Eve tells the group gathered in Margo's dressing room—Karen and Lloyd, Margo's boyfriend Bill Sampson (Gary Merrill), a director who is eight years her junior, and Margo's maid Birdie (Thelma Ritter)—that she followed Margo's last theatrical tour to New York after seeing her in a play in San Francisco. She tells a moving story of growing up poor and losing her young