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Abandoning artistic ambitions, sensitive and club-footed Philip Carey enrolls in medical school and falls in love with illiterate waitress Mildred Rogers. She rejects him, runs off with a salesman and returns unmarried and pregnant. Philip gets her an apartment and they become engaged. Mildred runs off with another medical student. Philip takes her back again when she returns with her baby. She wrecks his apartment and burns the securities he needs to pay tuition. He gets a job as a salesman, has surgery on his foot, receives an inheritance, and returns to school where he learns Mildred is dying.