Jonathan Shields (Creator/KirkDouglas) used to be a great studio mogul in Hollywood, but his perfectionism has practically bankrupted his studio. He calls three former associates, UsefulNotes/AcademyAward winning director Fred Amiel (Barry Sullivan), blockbuster actress Georgia Lorrison (Lana Turner), and novelist-turned-screenwriter James Lee Bartlow (Dick Powell), to help him with a film that could save his studio.

Except his need for perfectionism also caused him to betray each of these three associates, so they want nothing to do with him. The studio's former head, Harry Pebbel (Walter Pidgeon), pleads for them to help, and the film plays out with each of the three recalling their time with Shields.

Directed by Creator/VincenteMinnelli, this 1952 drama is a key entry in the "Hollywood on Hollywood" genre, and is part of the Library of Congress. It is also a mix and match of real people in the business, almost bordering on RomanAClef.

!!This film contains examples of:
* AmbiguousEnding: The three main characters reject Shields's offer, but when eavesdropping on a call between Shields and Pebbel they seem to show interest. The film ends before we know if they change their minds.
* BlackmailIsSuchAnUglyWord: When Jonathan pressures Harry into hiring him.
-->'''Harry''': You think you blackmailed me!
-->'''Jonathan''': Harry, that's a horrid word.
* BMovie: What Shields's studio made until he bought it out.
* CastingCouch: When Jonathan comes to talk to Georgia in her room, she expects this trope to be in play and offers to share the bed with him. He declines.
* ChekhovsGunman: Georgia can be spotted in Amiel's story, where she is only seen from the back during a film test Jonathan watches.
* ChewingTheScenery: The scene where Shields betrays Georgia is supposed to be him revealing his "true self" to her, but it's pretty hammy compared to the rest of his performance.
** What's just as over the top is the next scene, with Georgia in her car, weeping and then finally breaking into screams. All the while she's ''still driving''.
* ChronicBackstabbingDisorder: Shields, even when he doesn't have to be. He prefers to go behind people's backs rather than telling them things outright.
* DoingItForTheArt: InUniverse. Shields puts the quality of his films ahead of anything else, even to the point of not releasing a film vital to the studio's bottom line because he thinks he directed it poorly.
* DyingDeclarationOfLove: One of the scenes they are shooting in-universe is of Georgia confessing her love to dying Gaucho.
* EpicMovie: Shields's rise to fame starts when he convinces Pebbel to make the adaptation of a bestselling novel, and it's the studio's first big budget film, though Shields screws Fred out of the directing job.
* EurekaMoment: When Georgia goes missing for days and Jonathan cannot find her, Harry Pebbel mentions that she sometimes locks her door and leaves for days at a time. This gives Jonathan the idea to break into her apartment.
* ExecutiveMeddling: InUniverse. Shields is continually dissatisfied with one director, who finally has enough and tells him that he can direct the film himself if he's going to make so many demands. It doesn't turn out well, as Shields himself admits.
* GetOut: The scene at Jonathan's mansion where Georgia [[YourCheatingHeart finds him cheating on her with Lila]] and he expels her with a harsh "get out".
* GrayRainOfDepression: The famous car driving scene of heartbroken Georgia during heavy rain.
* HangingOurClothesToDry: After dropping her into the swimming pool, Jonathan makes Georgia's clothes dry by the fireplace of his apartment.
* HighClassGloves: Georgia buys a pair of black gloves to go with her evening dress and the lining of her mink wrap, so she would look her best at a Hollywood dinner party.
* HorribleHollywood: The film takes place in the movie business for all the protagonists, and its a very cynical and pessimistic portrayal of the sleaziness of the movie business.
* HowWeGotHere: The movie is made of three long {{flashback}}s, one for each of the people Shields wants to help him.
* IconicItem: Dick Powell's pipe. He smokes or fondles it in almost every scene he is in.
* IgnoredEpiphany: Shields concedes that his father was "the king of the heels" and notes that he was held in such low regard when he died that he literally had to pay the mourners at the funeral to be there, but all he takes from that is that he'll have to be an even bigger bastard to pay back those who failed to give the Shields name the proper respect.
* LatinLover: Gaucho. He's even referred to as such.
* LeaningOnTheFourthWall: After the disastrous screening of Shields's movie, he rants about how he's going to shelve the picture because he failed. After he and Bartlow are [[DrowningMySorrows drowning their sorrows]] in his office, Shields sarcastically notes, "I just played my big scene in there, 'the great man fails.'" Which of course is exactly what Kirk Douglas just did.
* LonelyFuneral: The funeral of Shields' father, Hugo who was also a film producer. Plenty of "mourners" show up, but only because Shields paid them.
* LooseLips: Jonathan accidentally spills the beans about having known about Gaucho's plane flight which earns him a punch in the face by Bartlow.
* TheMagicPokerEquation: Discussed and lampshaded. Another player at the poker table tells Harry, "Now I've got a full house. You can't have four of a kind. That could never happen, not even in one of your B-pictures." He's disgusted when Harry reveals he actually does have four of a kind.
* ManipulativeBastard: Shields is this to everyone. At the end of the film, it's even justified by Pebbel who points out these manipulations ultimately contributed to a few good films, and some bad ones and didn't adversely affect their careers as much as his ex-collaborators would like to believe.
* MomentKiller: Jonathan and Georgia have a moment in his office when he opens a bottle of champagne and both have a HeldGaze, the music swells and TheBigDamnKiss is about to happen. But then the movie director storms into the office, complaining about some costly set designs.
* MuseAbuse: Shields does this to all his collaborators and even does it on behalf of them. Pebbel notes in the end that Shields' manipulation of their lives and their resentment at their treatment at his hands actually made all of them better artists.
* MustacheVandalism: When the trio arrives at the Shields lot, Georgia draws a goofy mustache on the logo at the front gate. It's later revealed to be a CallBack to when Shields drew a mustache on a picture of her father in an effort to snap her out of her grief and self-pity.
* NoCelebritiesWereHarmed: As a roman-a-clef of Hollywood:
** Jonathan Shields is a parody of many "hands-on" Hollywood producers such as David O. Selznick with aspects of Creator/ValLewton and Irving G. Thalberg added into the mix.
** Director Barry Sullivan's arc doesn't resemble anyone in particular but has similarities to directors Jacques Tourneur (a BMovie director whose A Movies were not successful and who worked with Val Lewton) and Creator/RobertWise. The writer James Lee Bartlow is thought to be modeled on Paul Green, a UsefulNotes/PulitzerPrize-winning playwright turned Hollywood screenwriter.
** The English film-maker Henry Whitfield is one for Creator/AlfredHitchcock (complete with a stand-in for his wife Alma Reville), he's played by Leo J. Carroll, an actor who appeared in many Hitchcock movies. The ersatz-emigre director Von Ellstein has a name similar to Creator/ErichVonStroheim and Creator/JosefVonSternberg, but his amiable and professional personality is closer to the likes of Robert Siodmak and Max Ophuls.
** Georgia Lorrison is based on Diana Barrymore, the alcoholic daughter of alcoholic Shakespearean actor and matinee idol John Barrymore.
** Gilbert Roland ("Gaucho") is parodying himself, having starred as The Cisco Kid in a string of B-movies.
* NothingIsScarier: Shields and Fred utilize the concept to turn a low budget horror movie from SpecialEffectFailure to psychological horror.
* TheNounAndTheNoun: The Bad and the Beautiful.
* ParentalIssues: Both Shields and Georgia had to crawl out from the shadows of their fathers.
* PeopleInRubberSuits: Shields and Fred are assigned to make a low-budget horror film about cat men, who are supposed to be played by people in crappy suits. They declare that "five men dressed like cats look like five men dressed like cats", and they make the film without showing the monsters.
* PimpedOutDress: The fox-trimmed dress Georgia wears to the premier of her film, as well as the GorgeousPeriodDress outfits in the films.
* PrettyInMink: At least one major fur is worn in each flashback.
** Fred's girlfriend wears a white ermine jacket to a party.
** Georgia wears a dress and cape trimmed with white fox fur to her film premiere.
** When Bartlow is brought to Hollywood Shields offers to pay for most of their expenses, so Bartlow's wife Rosemary buys a mink coat and a white mink wrap among many other things.
* TheReasonYouSuckSpeech:[[invoked]] A famous one from von Ellstein to Shields:
--> '''Shields''': You call that directing?\\
'''Von Ellstein''': That is what I've been calling it for thirty-two years.\\
'''Shields''': Why, [[TheyWastedAPerfectlyGoodPlot there are values and dimensions in that scene you haven't begun to hit]].\\
'''Von Ellstein''': [[IntendedAudienceReaction Dare say not the values and dimensions I wish to hit]]. I could make this scene a climax. I could make every scene in this picture a climax. If I did, I would be a bad director. And I like to think of myself as one of the best. A picture with all climaxes is like a necklace without a string. It falls apart. You must build to the big moment and sometimes, you must build slowly. You see this picture one way, and I another. [[WagTheDirector It will be done your way]], but [[ScrewTheMoneyIHaveRules not by me, and not by any other director who respects himself]]. You know what you must do, Mr. Shields, so that you'll have it exactly as you want it? You must direct this picture yourself. To direct a picture, a man needs humility. Do you have humility, Mr. Shields?
* RevengeOfTheSequel / TheXOfY: In-universe example. One of Jonathan and Fred's assignments is to shoot a BMovie sequel called "The Son of the Cat Men". Disgusted with that idea, Fred suggests doing ''The Faraway Mountain'' instead which goes on to win Jonathan his first Oscar.
* RightInFrontOfMe: How Fred met Jonathan. He was one of the paid "mourners" at the funeral of Jonathan' father, but he couldn't resist making snide comments about the deceased to the guy next to him. Unfortunately, the guy next to him was Jonathan.
* ScrewTheMoneyIHaveRules: Shields holds his principles above money, but often his principles make him more of a jerkass than a greedy person would be.
* ShoutOut: The BMovie made by Shields and Sullivan is one to Creator/ValLewton's films, being a transparent stand in for Film/CatPeople. The scene where Shields says that they'll invoke NothingIsScarier by using shadows and light is a homage to the projection room sequence in ''Film/CitizenKane''. Likewise, the film's multiple-narrator and flashback story, and rise-and-fall take on an AntiHero who ruins his relationsips is very much InTheStyleOf that film.
* ShrineToTheFallen: Georgia has part of her room crammed up with mementos of her father. Jonathan calls her out on her sentimentality.
* TrespassingToTalk: Jonathan awaits Georgia in the dark of her room to talk about her past and future. It helped that she left the door unlocked.
* VideoCredits: The end credits show short clips of all major characters along with the actors' names.
* VillainProtagonist: Shields is willing to step on people to get what he wants, even unintentionally.
* WaterWakeup: The hilarious moment when Jonathan carries drunken Georgia out of her apartment and drops her unexpectedly into the swimming pool to help her sober up.