In 1984, three American models fly to Milan seeking the life depicted in fashion magazines, only to discover the ugly side of the beauty business. 

SYNOPSIS:

STAR, (18) is a self-absorbed risk taker intent on landing a rich boyfriend. JOANNE, (19) is an emotionally detached loner who needs a break from the career path her parents choose for her. CASEY, (17), is a sweet, naive teen ready for unchaperoned fun. During their flight to Milan, Star's Brooklyn background clashes with Joanne's privileged upbringing in Malibu. Casey simply wants everyone to get along.

On their first day at the Bella Modeling Agency, Star skips in front of a long casting line after MARCELLA warns her to wait like the others, and books the job. Asserting her control, Marcella tells the client, Star is not available. No longer included on castings, Star receives a lunch invitation from MARCOS, senses financial opportunity in the confident businessman, accepts an invitation to his hotel in Rome where he urges her to eat a dish she is reluctant to taste, tells her, “This is why we must try new things. To know if we like them.” Star gets the innuendo, is not ready to put out without getting her demands met, locks the adjoining door between their rooms. The next day, Marcos is gone. Star panics until the desk clerk hands her a gold card. Star spends the day shopping, then waits for Marcos until boredom sends her to the hotel bar where a patron mistakes her for a prostitute. Star cusses the man out, returns to her suite, unlocks the adjoining door, sees Marcos waiting for her with a smug expression. Furious, Star hurls items at him. They wrestle, end up on the carpet. The absurdity of tangled limbs makes Star laugh. She pulls Marcos in for a kiss, willing to play his game.

Joanne ignores her parent’s messages to call home and explain her unapproved break from law school. Sleepless nights, lost luggage, and the cancellation of her credit card have Joanne on the verge of returning home until she meets ALEX, a handsome photographer who leaves her longing for connection. When Alex hires Joanne for the job, she sees her nervous expression reflected in the camera lens aimed at her. Alex prompts Joanne to feel the moment in her body. Joanne relaxes, smiles, reveals her true essence. Alex invites Joanne to coffee that leads to dinner, then a trip to Venice where they take test photos. After a romantic dinner overlooking the canal, Joanne sees Alex empty his wallet to pay the bill, understands his financial situation, looks away.

Casey is having a blast drinking and dancing at private nightclubs. When she gets booked for a nightwear catalog that turns out to be sheer lingerie, and is hung from a ceiling beam wearing a skimpy outfit, she doesn’t like the exposure, but is too timid to complain. When Casey gets booked for a bathing suit fashion show in Tunisia with GIOVANNI, she senses danger, asks fellow model JASON to be her bodyguard. On the night of the show, Casey is given a topless bathing suit to wear. She downs minibar vodkas for courage, forgets her rehearsed steps and causes the lead model to fall off stage. Fearing Giovanni’s wrath, Casey leaves the afterparty early, declines Jason’s offer to walk her to her hotel room, lies alone in the dark on a pool chaise lounge to star gaze. Giovanni finds her, apologizes for his aggressive behavior, then hands her a potent cocktail that knocks her out.

Marcos gifts Star a gold M initial necklace and diamond bracelet. What Star needs is money, especially after her mother calls her from a Brooklyn phone booth to tell her she can’t pay rent. Relying on old habits, Star snoops in Marcos’ office, looks for cash, discovers he paid off a senator to rush grading permits for his new hotel before the locals could stop him. At lunch, Marcos gets angry when Star asks for $800.00, tells her, “No one should expect anything in life,” becomes curious over her tearful response. Star explains the money is for her mother. Marcos promises to wire the money to New York. Star awkwardly slips her hand in his, convinced this is the kind of action that comes from a future husband.

Alex tells Joanne his client loved the photos they took in Venice, feels confident they will both get booked for the job, doesn’t tell her he desperately needs the money to pay off bills. Alex’s rival, RICARDO, sees Joanne and Alex at a party, books her for a test shoot. The news upsets Alex. Joanne is confused until she meets Ricardo who explains he met Alex years ago at a university where they fought over a woman and Alex lost, then hands Joanne the same dress she modeled in Venice.

Riding the tram with Jason, Casey sees posters of herself wearing sheer lingerie displayed along the metro wall. Jason jumps out, rips posters off the wall, tells Claudio they all need to come down because Casey in under age and her LA agent might not send his agency more models if she found out. Not pleased to be financially responsible, and wanting to be compensated for the cost, Claudio invites Casey to dinner. They end up at his apartment. Casey is easily charmed into his bed.

At a Vogue casting, Joanne finds out Ricardo is the photographer, worries she’ll get the job and upset Alex. TARA, a model secretly dating Claudio discovers Marcella gave Casey most of her modeling jobs at Claudio’s request, is not happy about it. Star shows up uninvited, announces her imminent engagement to Marcos. Marcella lets Star bask in the glory a moment, then announces to a room full of models that Marcos is already married. Casey follows Star back to the pension to comfort her. Devastated over Marcos’ betrayal, Star cries, tells Casey, “Money never lies.”

Wanting her modeling jobs back, Tara gets Casey drunk, pushes her to confront Claudio in front of his ‘official’ girlfriend, Yvette. Casey repeats what Tara told her, “I’m here to rescue you from the cunning tricks of this French slut.” The incident results in the cancellation of all Casey’s jobs. Tired, gaining weight, and nauseous, Casey buys a pregnancy test that falls into the toilet before she can read the result. She calls Claudio, tells him she’s pregnant. Claudio gives her an address. At the clinic, Casey sobs on the exam table, refuses to go through with the abortion, is surprised when the doctor tells her the clinic test came out negative. At the pension, Casey sees Jason waiting for her, is happy to see him.

Joanne books the Vogue cover with Ricardo, and a jewelry catalog with Alex on the same day. She chooses Vogue, thinks it’s the best option to establish a career that will let her stay in Italy. Alex sees Joanne and Ricardo going over the slides in a cafe, fears he will once again lose out on love to Ricardo. Alex and Ricardo fight. Ricardo trips Alex. Alex lands humiliated at Joanne’s feet. Unsure what her silence means, he tells her, “I have no more strength to battle for us,” walks away.

Intent on securing a substantial payout from Marcos, Star arrives uninvited to a party at his hotel in Rome. Marcos’ wife, ANNA MARIA, notices Star branded with the same gold M initial necklace she wears, suspects her husband’s deception, exits. Star is deeply affected by Anna Maria’s anguished expression, confronts Marcos who dismisses his wife’s distress, “Anna will believe what I tell her. Nothing has to change between us.” Star pushes Marcos away, demands fifty thousand American dollars to keep his bribe to the Senator a secret. Marcos’ eyes grow cold and calculating, he agrees to “twenty.”

Star returns to Milan, finds Joanne unable to explain how she feels in a letter to Alex. Star questions Joanne's willingness to walk away from a man who adores her, calls her a coward for not taking a chance on something that doesn’t come with a guarantee. Joanne accuses Star of using Marcos and hurting his wife. Star reveals the fear that drives her, “If I don’t land a rich man before my looks go, I could end up broke and worn out like my mother.” They finally understand each other, bond.

Joanne tells her parents she is not returning to America. Her father accuses her of throwing away years of hard work for a fantasy, hangs up. Joanne rushes to Alex’s studio, sees the torment of their separation on his face, grows silent. Alex waits for Joanne to speak, then tells her he suffers too much for her, asks her to stay away. Joanne finally expresses the love she feels, tells Alex she can’t imagine a life without him, assures him she is staying.

Early morning on departure day, Casey tucks a balled up a scarf under her blouse, knocks on Giovanni’s door. Giovanni notices her slightly protruding stomach. Fear then hatred flash in his eyes before he closes the door. Casey uses red lipstick to write, “A very bad man lives here,” on his door, in Italian. At the airport, Star sits in first class, opens the envelope Marcos handed her just as the departure gate was closing, pulls out a “twenty” American dollar bill that she unwittingly agreed to in Rome, along with several banded copies of her smiling paper face cut in the shape of dollars. Star gives Casey a Cartier watch so she won’t leave Italy empty handed, invites her to return to Milan with her...to do it right next time. Joanne and Alex watch the plane depart. Joanne sighs, realizes how much Star and Casey mean to her. Alex is certain she will see her friends again. Marcos is drawn to the arrival gate, sees three jet lagged models excited to be in Italy, smiles at the blonde.