When Burt sullenly says goodbye and begins to walk away, however, Milly changes her mind and accepts his proposal. Stunned, Milly calls Burt impulsive and insists on going home. During the movie's intermission, Burt abruptly announces that he wants to marry Milly and presses her for an answer. When Burt invites Milly to a movie and dinner to celebrate his new job at a department store, Milly hesitates until Burt assures her that he has been dating women his own age and found them all too young. One month of lonely days and nights later, Milly enters the apartment courtyard, hears the strains of "Autumn Leaves" wafting from her apartment and runs home to find Burt waiting for her. At the end of the day, however, Milly admonishes Burt to date someone his own age and tells him not to come back. As Milly dons her bathing suit in the bath house, she becomes self-conscious about her figure, but Burt soothes her doubts with flattery, and they end up passionately embracing in the crashing waves. Burt insists on escorting Milly home and invites her to the beach the next day. Over dinner, Burt explains that he has recently been discharged from a non-combat post in the Army, and has moved to Los Angeles in search of employment. After Milly reluctantly consents, Burt comments that she seems lonely and urges her to talk to him. As Milly plays the song "Autumn Leaves" on the juke box, Burt Hanson, a personable young man, enters the restaurant and, noticing a vacant seat at Milly's booth, asks to join her. After the concert, Milly stops for a bite at a crowded café and is seated at the last empty booth. ![]() The melancholy music causes Milly to recall a time, years earlier, when she sacrificed the love of a prospective suitor to care for her ailing father. When one of her clients presents her with tickets to the symphony for a job well done, Milly attends the concert alone. ![]() At her Cedar Court Apartments bungalow in Los Angeles, Milly Weatherby, a lonely spinster in the autumnal years of her life, spends her days working as a stenographer.
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