Plot
Two friends from different backgrounds, whose friendship spans more than 30 years through childhood, love, and tragedy: C.C. Bloom, a New York actress and singer, and Hillary Whitney, a San Francisco heiress and lawyer, become fast friends and keep in touch through letters growing up into adulthood.
The film begins with singer C.C. Bloom (Bette Midler) receiving a note during a rehearsal for her upcoming concert, a note which contains distressing news about her best friend Hillary. She leaves the rehearsal in a panic and tries frantically to travel to her friend's side although we are not told why at that point. Unable to get a flight to San Francisco because of fog, she rents a car and decides to drive overnight from Los Angeles. Upset and on edge, she starts to think about her best friend Hillary, beginning with how they first met.
Rich girl Hillary Whitney (Marcie Leeds) and child performer Cecilia Carol "C.C." Bloom (Mayim Bialik) meet under the boardwalk on the beach in Atlantic City, New Jersey, in 1958. Hillary is lost and C.C. is hiding from her overbearing stage mother (Lainie Kazan). They become fast friends, growing up and bonding through letters of support to each other. A grown-up Hillary (Barbara Hershey) goes on to study law at Stanford Law School (as this is her family's tradition) and becomes a human rights lawyer. In the meantime, the singing career of the now-adult C.C. is not exactly taking off. They write to each other regularly and give updates on their lives.
Then one night, Hillary shows up at the dive bar where C.C. is performing, having travelled to New York City on an impulse. She is tired of feeling trapped in her life and feels suffocated by her family's expectations of her. She soon gets a job with the ACLU, whereas C.C. now makes money by performing birthday singing telegrams, usually dressed in a rabbit or chicken suit. After she has accepted C.C.'s offer to stay with her in her apartment, they become closer but eventually vie for the love of the same man (John Heard), the artistic director of the Falcon Players, who gives C.C. her start after listening to her delivery of a birthday singing telegram to him.
A love triangle ensues as Hillary and John are instantly attracted to one another, leaving C.C. in the cold and feeling resentment toward her best friend. Matters are made worse when Hillary and John finally sleep together on C.C.'s opening-night performance marking C.C.'s first lead in an off-Broadway production. A cloud comes over Hillary's life in the form of her father becoming ill, and she is forced to return to San Francisco to look after him. The two friends resolve their issues about John, as John does not have romantic feelings for C.C.
After her father passes away, Hillary marries his lawyer, Michael Essex (James Read). C.C. and John spend a lot of time together, start dating and eventually marry which leads again to the bond between the two women declining. Hillary and Michael return to New York to see C.C. on Broadway, by which time she has become a Broadway star. C.C. finds out that Hillary has resigned her position as a lawyer.
The friends have an argument in Bloomingdales department store, with C.C. angry that Hillary has just given up on her dreams, and Hillary responding that C.C. has become no more than a "pretentious, social climber" who is obsessed with her career. The two women part ways, and unbeknownst to each other, they both feel incredible sadness over the loss of their friendship. C.C. tries to reconnect with Hillary, but Hillary throws herself into being a dutiful, but unchallenged, wife.
However, the unions for both women are anything but blissful. The relationship between C.C. and John eventually deteriorates when John tells C.C. that her self-centeredness and obsession with her career has him feeling left behind and he asks for a divorce. Upset at the thought of her marriage failing, C.C. turns to her mother (whom she calls by her given name "Leona") one day on the beach. Her mother tells her that she has given up a lot for her daughter and that she must live her life and take care of herself. C.C. hears the truth for the first time when her mother tells her the effect that her selfishness has had on those closest to her.
Meanwhile, Hillary, while believing that her marriage is strong, returns home from a trip earlier than expected. She enters the kitchen and sees her husband having breakfast with another woman who is wearing one of her bathrobes. Michael, shocked at seeing his wife, reaches for the woman's hand, wordlessly confirming that he has been having an affair.
Later, the women reunite after Hillary divorces her husband and they both discover that they have been secretly jealous of each other for years without realizing it. Hillary is upset that she has none of the talent or charisma that C.C. is noted for, but as C.C. is about to retaliate, she admits, instead, that Hillary stands out for reasons that she (C.C.) has always been deeply envious of: she is both beautiful and intelligent. The two then realize that their feud could have been avoided by honest communication, and an appreciation of each other's most recognized qualities.
Hillary tells C.C. that she is pregnant and also that she caught Michael cheating on her, and that he wants nothing to do with the child he has fathered, planning to marry his mistress instead. Hillary admits that she has already decided to keep the baby and raise it as a single parent, a decision that wins her much admiration from the feisty and always independent C.C. who promises she will stay and help her out. Although she leaves for a short time because she is promised a lead part in a new musical, she returns in time for the birth and faints in the delivery room, alluding to the recurrent theme of C.C. stealing the attention from Hillary. Hillary has a daughter, whom she names Victoria Cecilia (Grace Johnston).
When Victoria is a young girl, Hillary finds herself easily exhausted and breathless, a state she attributes to her busy schedule as an attorney. But when she collapses at work and is rushed to the hospital, she is diagnosed with viral cardiomyopathy, a debilitating cardiac illness, requiring a heart transplant if she is to live. She is put on a donor list, but it is rare that a heart of her tissue type will be found in time. Hillary learns more about the illness and it becomes clear that she will most likely die as a result of it, depriving her of the chance to live to see her daughter grow up. This plunges her into a state of depression, which she inadvertently takes out on C.C. who she sees as "having energy", and who is "fun", in comparison to her now debilitated state.
When C.C. agrees to accompany Hillary and Victoria to the beach house during some free time off after completing her album, she locks horns with Victoria who sees her as an interruption in the life of both her and her mother. Gradually, both come to appreciate one another. Eventually, Hillary sheds her feelings of anger and depression and begins to accept her prognosis bravely. When C.C. makes a comment to Hillary that she knows everything that there is to know about her, Hillary replies, under her breath, that she's "counting on it". C.C. heads back home for a quick performance while Hillary is left to prepare Victoria to attend C.C.'s concert. Before leaving, Victoria returns to her room to find her mother passed out on the floor and suddenly screams for help.
Now we are back to revisiting the prologue once again where C.C. drives all night from Los Angeles in the rain, racing to the hospital in San Francisco, where Hillary, close to death, tells C.C. that her one last wish is for Victoria not to see her in that state.
C.C. arranges to get Hillary discharged from the hospital so that she can spend her last hours saying goodbye to Victoria. They return to the beach house (where they spent their last summer) and C.C. does all she can to make the final moments of her best friend's life as comfortable and as enjoyable as possible. The scene cuts away to a cemetery, and Hillary's headstone. C.C. takes Victoria back to her home to settle Hillary's affairs.
After the funeral, she reveals to Victoria that her mother wanted her to live with her, (C.C.) who is honest enough to admit that she is very selfish and has no idea what kind of a mother she will make, but also tells her: "there's nothing in the world that I want more than to be with you". She then takes Victoria into her arms and the two console each other in their grief. Though there are other relatives who want to take Victoria (with the exception of Michael, still unwilling to accept his responsibilities as a parent), Victoria decides to go with C.C.
She returns to the Hollywood Bowl to complete the concert that she was forced to postpone because of Hillary's illness and death, and we soon learn that The One. The Only. C.C. Bloom now enjoys almost iconic status as a performer. After the show, she leaves the stage with Victoria in hand, and begins reciting tales of when she first met her mother, just as Hillary had hoped she would, and Victoria is enchanted with her new guardian's anecdotes.
C.C.'s and Victoria's voices fade as we hear the younger C.C. and Hillary speak: "Be sure to keep in touch, C.C., O.K.?" "Well sure, we're friends aren't we?" The film ends with a clip from the start of the film of C.C. and Hillary taking pictures together, in a photo booth, on the day they first met.
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