Warren Beatty's film involves a real-life figure in billionaire Howard Hughes, though most of the action involves two young associates of Hughes. Set mostly in the late 1950s, we follow the attempts by a young, virginal, devout Baptist pageant winner named Marla Mabrey, who travels with her mother to Los Angeles in order to become an actress for aviation mogul Howard Hughes, who owns a movie studio and regularly grooms young women like her to become stars in his employ. Marla gets on the payroll and is soon driven around by a new chauffeur in Hughes' fleet, Frank Forbes, a young man studying economics who wants to also climb the ranks by making a good impression with the reclusive Hughes, who he sees as a sort of mentor on how to be successful in business and real estate. Things get complicated when the already engaged Frank begins to develop feelings for Marla, something also not allowed by Hughes' employees to do. Coupled with Hughes' declining mental stability, all parties find themselves in unenviable positions if they wish to proceed to success in life, career, and love.