Her mother is pleasingly astonished that her daughter has received a proposal from attractive widower Elliot Livingston, but urges her to make a decision: "I'm only so astonished that you of all the family should bring such a feather to the family cap." Although Elliot sends flowers to Charlotte, he notes that the idiosyncratic woman wears camellias [from Jerry] rather than his roses: "And yet you wear camellias. Why do you always Charlotte?...you never let me buy them. Why don't you?" Charlotte has reservations about accepting Elliot's proposal - and contemplates the memory of her lost, but not-forgotten love for Jerry:

Charlotte: There are so many things to think about. Taking over another woman's domain, the house, her sons.
Elliott: You can redo the house. I'll build you a new one.
Charlotte: Oh! Elaine was such a wonderful person. Do you often think of her?
Elliott: Well, yes, I want to be honest. But you needn't be afraid that Elaine will ever come back in any way. She's just a memory now.
Charlotte: I'm sure she's much more substantial than that. You have her sons. [To herself in a reverie: And I have only a dried corsage, an empty bottle of perfume that can't even say his name.]

At a formal, pre-concert dinner party at the home of George and Grace Weston (Don Douglas and Charlotte Wynters), she accidentally encounters Jerry - hired by George for an architectural assignment at the medical center: "Nice chap, not Boston, you know, but alright." Jerry playfully and fancifully greets Charlotte as Camille Beauchamps from their "pleasure cruise." Charlotte is awed by him: "An architect - I could cry with pride."

Jerry: I wanted horribly to call you up.
Charlotte: The medical center, isn't it?
Jerry: Yes. I walk by your house on Marlborough Street. Once, I almost rang the bell.

Repeating his trademark gesture, Jerry lights two cigarettes in his mouth and presents one to Charlotte. They discuss Jerry's daughter Tina who, with Charlotte's recommendation, is being treated by her psychiatrist:

Jerry: Well, Tina, we're having quite a bad time with Tina.
Charlotte: Tell me about it.
Jerry: I'm afraid we've got to send her away somewhere. The doctor thinks she should be with her mother. I took her to see Dr. Jaquith. He was highly recommended to me by this Camille Beauchamps I mistook you for. Camille, I'm still horribly in love.

At the concert during the playing of the film's theme music by the orchestra, Charlotte sits between Elliot and Jerry - unable to unacknowledge their love. Jerry whispers: "Camille, I must see you. May I come to your house tonight? I won't stay but ten minutes. I must talk to you." Charlotte assents, realizing that she still loves him. But Jerry's plans suddenly change and he later phones to cancel his late-night meeting: "I've got to get back on business. Mrs. Weston told me the news. You're engaged to marry her brother...I hope you'll be very happy." He suggests that they not see each other, but Charlotte is frantic to see him. She hurriedly hires a taxi and locates Jerry at the Back Bay railroad station. She admits that her feelings for Elliot are very different: "Not like we do. Not like us. I thought it might grow to be, or something like it. I thought I was getting over you, Jerry. I didn't think I'd ever see you again. We made our pact and we're living up to it." Elliot lacks many qualities that Jerry possesses: "Oh, not your sense of humor nor your sense of beauty nor your sense of play, but a fine man and a kind of refuge I thought I could never have. Oh, you're not angry with me."

Dutifully devoted to his wife in a loveless relationship, Jerry is tortured that he cannot desert her and be with Charlotte. His wife is becoming increasingly dependent: "I was a cad to make you care for me and then because of some noble sense of duty to leave you to get over it the best you can. But there isn't a thing I can do about it. Isabel depends on me more and more. She's ill and getting worse. There's Tina. Believe I could chuck everything, Charlotte..." She responds that she was well aware that he was married, so he shouldn't entirely blame himself:

Charlotte: I knew you were married and I walked right in with my eyes wide open. But you said it would make you happier.
Jerry: And it has. I've got back my work, and that's due to you.
Charlotte: I've been hoping you'd say that.

Charlotte eloquently describes the strength that he gave her - the strength to confront the "lions" in her life, especially her mother:

Shall I tell you what you've given me? On that very first day, a little bottle of perfume made me feel important. You were my first friend. And then when you fell in love with me, I was so proud. And when I came home, I needed something to make me feel proud. And your camellias arrived, and I knew you were thinking about me. Oh, I could have walked into a den of lions. As a matter of fact, I did, and the lions didn't hurt me.

As the train departs and the two lovers must separate, Jerry provides an idealistic, sentimental ray of hope for their impossible, fleeting relationship: "I look for you around every corner." Tears streak down Charlotte's cheeks. The camera tilts down and pans in for a close-up of Charlotte's wilted camellia.

Charlotte's feelings for Jerry are undiminished and she remains uncertain and indecisive about committing to Elliot. Her only reason for marrying him would be to have a husband, a home, and a child - fulfilling her role as a mature, married woman. She identifies more with a woman in one of the forbidden 'novels' that she once read - with a tale that echoes her overnight experience with Jerry in Rio:

I read a novel once about a woman, a very repressed woman. She was in an automobile accident with a man. It was a very cold night. He gave her a drink to keep her warm. And because of the drink, she lost her inhibitions. You see, she was just... I'm afraid I sound very depraved.

She realistically breaks off her short-lived engagement with Elliot, realizing that she can only be happy with someone she is passionately in love with: "I don't think I'll ever marry. Some women just aren't the marrying kind. But you'll meet someone. Thank you for thinking it was me. I have that on my record anyway." [To her inner self, in voice-over, she laments the loss of a marriage prospect: "It was like the time when my father died. His breathing just stopped. All over. Finished. Ended forever. You fool, oh you fool. Now you'll never have a home of your own, or a man of your own, or a child of your own."]

The break-up causes a bitter, heated quarrel with her mother:

Charlotte: Elliott and I have broken our engagement.
Mrs. Vale: Why have you done that?
Charlotte: Because I don't love him.
Mrs. Vale: Have you no sense of obligation to your family or to me? Here you have the chance to join our name Vale with one of the finest families in the city, Livingston, and you come in here to tell me that you aren't in love. You're behaving like a romantic girl of eighteen.
Charlotte: I don't doubt it.
Mrs. Vale: And what do you intend to do with your life?
Charlotte: Get a cat and a parrot and live alone in single blessedness.
Mrs. Vale: STOP ROCKING. You've never done anything to make your mother proud, or to make yourself proud either. Why, I should think you'd be ashamed to be born and live all your life as Charlotte Vale. Miss Charlotte Vale.
Charlotte: Dr. Jaquith says that tyranny is sometimes an expression of the maternal instinct. If that's a mother's love, I want no part of it. (Rising vehemently and walking away) I didn't want to be born. You didn't want me to be born either. It's been a calamity on both sides.

She disowns her mother - her independent actions contribute to her mother's fatal stroke and heart attack. Mrs. Vale gasps, sinks in her chair, and expires as Charlotte, unaware of her mother's demise, begins to apologize at the far end of the room:

Oh mother, let's not quarrel. We've been getting along together so well lately. It was a horrid...thing to say...

The death registers on Charlotte's face, as she admits that she has killed her mother with her words: "We quarrelled, I did it. I did it." A black wreath hangs on the Vale front door. The imposing portrait of the Vale matriarch looks down over an assemblage of funereal-clothed relatives as her will is read. The vast wealth of the Vale estate is bequeathed to "beloved daughter Charlotte Vale." Charlotte suffers from deep feelings of guilt and insecurity and has a relapse. She returns by train to Dr. Jaquith at the sanitarium to resolve her inner conflicts. Inner voices repeat Charlotte's verdict upon herself: "I did it. I did it. I did it. I did it. I never did anything to make my mother proud. I must see Dr. Jaquith."

When she arrives and is checking in with Miss Trask (Katherine Alexander), she immediately meets and befriends Jerry's twelve year-old daughter Christine ("Tina"), a shy, braces-wearing, paranoid, depressed and withdrawn young girl who has been at the sanitarium for almost two weeks. The unwanted, wounded girl is similar to her own personality in earlier times:

Charlotte: ...you reminded me of somebody.
Tina: Who?
Charlotte: Well, if you must know, myself. Of course, at your age. You're about fourteen, aren't you?
Tina: I'm twelve, nearly thirteen.

Charlotte restores her own condition by identifying with and growing close to Tina, becoming her adoptive mother and therapeutic counselor: "I guess Cascade has performed another miracle on me." Tina describes her home life and relationship with her mother to Charlotte: "My mother doesn't want me at home. That's why it's helping father for me to be here." Later in the middle of the night, Tina sobs in Charlotte's loving arms:

Tina: I'm ugly and nobody likes me...I'm not pretty in the least. You know I'm not.
Charlotte: Well, whoever wants that kind of prettiness, Tina? There's something else you can have if you earn it. A kind of beauty.
Tina: What kind?
Charlotte: Something that has nothing to do with your face. A light shines from inside you because you're a nice person. You think about it. Someday, you'll know I'm right.
Tina: Will they like me then?
Charlotte: Who are they?
Tina: Everybody. All the kids at school, Miss Trask, and the nurses and the doctors. Oh, there must be something awfully wrong with me.
Charlotte: Do you like them, Tina? The kids at school, and Miss Trask and the nurses and the doctors?
Tina: No. I hate them.
Charlotte: Shhh. That's something else you've got to grow up with. If you want people to like you, you've got to like people.

Tina develops a strong attachment to Charlotte, and asks: "Why are you so good to me?" Charlotte responds: "Because somebody was good to me once when I needed somebody." Jerry comes back into her own life as she comforts his daughter:

(in voice-over) This is Jerry's child in my arms. This is Jerry's child clinging to me.

And Charlotte heals herself and recovers from her own nervous breakdown: "Well, I've decided not to have one..." Thinking that she knows better than the sanitarium staff how to treat Tina, Charlotte proposes to Dr. Jaquith that she be Tina's nurse - and receives conditional approval: "Might not I be the nurse instead?...Stay with her, pay attention to her, make her feel wanted and important." Through sports activities, tennis, canoeing, and camping trips, Tina and Charlotte grow closer, and Tina regards her as a maternal figure: "I wish you were my mother...you're not like most mothers. You don't tell me what to do and what not to do all the time."

After Tina develops inner confidence and strength, Charlotte brings Tina with her to her Boston mansion. When Dr. Jaquith and Jerry are invited to the house to visit Tina, his transformed daughter is wearing her "first party dress" and greets her father after descending the staircase - the one on which Charlotte first appeared. He looks at her: "Can this be Tina?...You look lovely." As he tells Tina: "I love you," he gazes upwards toward Charlotte on the staircase.

Jerry wanders off into the library to gather his thoughts. Charlotte joins him - and he tells her that he wants to take his daughter home. Charlotte protests, considering it the "worst possible thing for Tina":

Jerry: I can't go on forever taking, taking, taking from you and, and giving nothing, darling.
Charlotte: Oh, I see. Forgive me, Jerry, it's your pride, isn't it? Let me explain. You will be giving. Don't you know that to take is sometimes a way to give - the most beautiful way in the world if two people love each other. You'll be giving me Tina, every single day I'll be taking and you'll be giving.
Jerry: It's very kind of you to put it that way.
Charlotte: Well then, is it something that Tina has said? Don't you think she's happy here?
Jerry: Happy? She confessed to me upstairs she thought she loved you almost as much as she loves me.
Charlotte: Well, what is the reason? Is it something about us?

Not wanting to burden Charlotte any further, Jerry explains how he has ruined her chances for happiness twice: she didn't marry Elliot Livingston because of him, and now Tina claims all her attention and takes her whole life when she should be trying to find some other man who will make her happy. Although she knows that Jerry will never leave his legal wife, Charlotte has found something far happier and more enduring in their present platonic arrangement - with Tina as "their" newly-restored, changed child:

Charlotte: Some man who'll make me happy? Oh, so that's it. So that's it. Well, I've certainly made a great mistake. Here I have been laboring under the delusion that you and I were so in sympathy - so one - that you'd know without being asked what would make me happy. And you come up here to talk about some man. Apparently, you haven't the slightest conception of what torture it is to love a man and to be shut out, barred out, to be always an outsider, an extra.
Jerry: Charlotte, let me -
Charlotte: Why, when Tina said she wanted to come home and stay with me - well, it was like a miracle happening. Like having your child, a part of you. And I even allowed myself to indulge in the fantasy that both of us loving her and doing what was best for her together would make her seem actually like our child after a while. But I see no such fantasy has occurred to you. Again, I've been just a big sentimental fool. (She walks away from him) It's a tendency I have.
Jerry: (He goes to her and holds her) Wait a minute. I was afraid you were keeping Tina out of pity. But there was no note of pity in your ridicule of me just now. Now I know you still love me, and it won't die, what's between us. Do what we will - ignore it, neglect it, starve it - it's stronger than both of us together.
Charlotte: Please, let me go.
Jerry: Charlotte - (He moves forward to kiss her)
Charlotte: Please, let me go. (He releases her and walks to the open window. She walks over next to him.) Jerry, Dr. Jaquith knows about us. When he said I could take Tina, he said, "You're on probation." Do you know what that means? It means that I'm on probation because of you and me. He allowed this visit as a test, and if I can't stand such tests, I'll lose Tina, and we'll lose each other. (Tears well up in her eyes) Jerry, please help me.
Jerry: (He turns toward her) Shall we just have a cigarette on it?
Charlotte: Yes. (In a chivalrous manner, he lights two and gives her one, just as he had done so many times before)
Jerry: May I sometimes come here?...
Charlotte: Whenever you like; it's your home too. There are people here who love you.
Jerry: ...and look at you and Tina? Share with you peace and contentment?
Charlotte: Of course, and just think, it won't be for this time only. That is, if you will help me keep what we have, if we both try hard to protect that little strip of territory that's ours. We can talk about your child -
Jerry: Our child.
Charlotte: Thank you.
Jerry: And will you be happy, Charlotte?

The film ends with Charlotte's most memorable line delivered in a quiet, cultivated tone - accompanied by the crescendo of Steiner's score. He agrees to leave Tina with her. And she has retained her independence and identity, while sustaining a romantic, unconsummated relationship and creating a 'family' by becoming the surrogate, adoptive care-giver for his daughter:

Oh, Jerry, don't let's ask for the moon. We have the stars.

The camera moves between them, out the window, and then tilts upward toward the sparkling stars in the sky.