As the years have gone by, Mildred has become quite a successful businesswoman. It's now 1937 and she and Lucy, now a partner, is looking to open her third restaurant on Laguna Beach after having opened her second place in Beverly Hills. Veda has grown into an attractive 18 year-old but is no less selfish as a young adult. She's taken to partying and staying out until all hours but refuses to follow her mother's advice. She's now thinking that she wants to be an actress, which Mildred encourages. She is soon pregnant but the child's father refuses to marry her leaving Mildred in the dark until she learns that something is going on from the boy's mother. Veda however wants something other than marriage from the boy and his family. Mildred throws her out but after several months with no word from her, learns that Veda has become a successful singer.

• James M. Cain
• Todd Haynes
• Jonathan Raymond

• Mare Winningham
• Murphy Guyer
• Brían F. O'Byrne