At the Long Island Hunt and Horse Club HORSE SHOW, she appears from the riding ring in her horse-riding apparel, accepting applause for winning the first prize cup: "Hurrah for me." Insulted and offended, Carrie observes Judith's cynical attitude, her promiscuous, hedonistic behavior, and her obliviousness to what people say about her: "Drink the town dry. Take all their husbands and sweethearts...You can already fill the Yale Bowl with people who are sore at you. One more doesn't matter." In a bar adjoining the riding ring, after having changed into a white, sleek evening gown, Judith drinks at the bar with Alec, who reacts with amusement: "Here we go again." In the bar, she has a defiant confrontation with Dr. Steele and strikes back with unbridled viciousness:

Judith: Well, if it isn't the extraordinary surgeon...How's the mortality rate these days, Doctor? Are you having fun with the knives?...Why aren't you in Vermont with the bugs?...When I need a doctor, I'll send for one. I'm not in your care any longer.
Dr. Steele: You'll always be in my care.
Judith: Will I? Is that part of your duty? To hang on until the very end and watch through those scientific eyes?
Dr. Steele: (He grabs her arm.) Drop it! I know how you feel. Anything to strike back at me. But don't do it this way.
Judith: What do you mean, this way?
Dr. Steele: This - there's nothing in it.
Judith: What do you want me to do? Sit alone in my room and think how in a few months -
Dr. Steele: Judith. I want you to find peace. We all have to die. The tragic difference is that you know when and we don't. The important thing is the same for all of us: to live our lives so that we can meet death whenever it comes, beautifully and finely.
Judith: Beautifully and finely. I'll die as I please. Now leave me alone.
Dr. Steele: You hate me, don't you?
Judith: Oh, I hate you so much and for so many reasons. I hate you for not telling me the truth. I hate you for letting me hurl myself at your head. I'm so ashamed!
Dr. Steele: I can understand.

After she has been called aside to accept a prize silver cup for her riding, both Dr. Steele and Alec defend Judith's reputation that is loudly besmirched by a fast-living barhopping male: "Judy's certainly on this town, all right."

Judith enters the stables where Michael and a vet are ministering to Jessica's Girl, a horse lying on the straw that put up "a brave fight" and will survive. In the tack room where there's a stove fire for warmth from the cold, she is openly seductive, while he is concerned about her hard riding and suicidal living: "I think you've been going too hard lately, night and day." He betrays his long-time love and admiration for her from afar, believing that he is an attractive male with a temperament and nature similar to hers:

You know, you and I are kind of alike, Miss Judith...You've the spirit in you the same as I have in me. It's the fightin' that counts. You've got to have action in your life the same as I've got to have action in mine. We only live once, Miss Judith....I guess I was born out of my time, Miss Judith. I should have lived in the days when it counted to be a man - the way I like to ride and the way I like to fight. What good's ridin' and fightin' these days? What do they get ya?

She slowly lights her own cigarette and throws the match on the floor, causing him to ask an ambivalently-sexual question. She responds with an answer that equates burning (or sexuality) with death:

Michael: What are you trying to do, burn us up?
Judith: Are you afraid to burn, Michael? Are you afraid to die?

When she directly asks him about his fear of mortality, he is unabashedly amorous towards her even though they are unequals of different socio-economic classes. After his forceful advance and outburst, she admits that she is dying. With a sudden revelation, she convinces herself that she should seek love, peace, and happiness and dignity, and make the most out of life in her final few months. She recalls Dr. Steele's advice that when it (death) comes, "it must be met beautifully and finely":

Michael: I wouldn't want to die while you're alive, Miss Judith.
Judith: You're making love to me. Aren't you?
Michael: You invited me to talk to you as a man, didn't you?...I'm as good as some of them that's been playin' around with you. They're all afraid of you. I know, I've heard them talking. They'd go after you, but they're afraid of you. I wish to heaven I was in their boots.
Judith: What then, Michael?
Michael: The nights I've laid awake thinking of you. The things I've wanted to say to you ever since I first laid eyes on you. (He takes her in his arms and ardently kisses her.) You're afraid. (She buries her head in her left hand, and shakes her head no.) Is it because I'm a stable hand, is it?
Judith: Michael, it isn't that. I just can't go on this way. First it's this, then something else. Michael, I just can't die like this.
Michael: Dying?
Judith: Yes, I'm gonna die in a few months, Michael.
Michael: (incredulous) Oh heaven forgive you for saying a thing like that.
Judith: Yes, heaven forgive me. When it comes, it must be met beautifully and finely. That's what he said. Oh, I'm all shot, Michael.

When she returns home late that night, Ann has been concerned about her welfare and unselfishly waited up for her. Judith reveals that she has repented and been "saved" from cynicism - she attempts to phone Dr. Steele to apologize. She is weary, depressed, lacks hope and even contemplates suicide - she tells Ann that waiting for death is the hardest thing:

Judith: There wasn't any answer. This business of apologizing to a man really doesn't matter. Ann, I'm tired, so tired...Ann, I don't know what to do. It's the waiting, day and night. Would I be wrong if I made it happen? Now would I?
Ann: (begging and sobbing) Judith, please don't talk like that. Don't! Please! Don't, please don't.

Near dawn that same morning, Dr. Steele is in the living room of Alec's apartment. Judith, who has been searching all over town for them, rings the buzzer and is on her way up in the elevator. Before she arrives - still in her evening gown with a fur wrap, Alec tells the lucky Dr. Steele:

You know, Doc, I've loved her for a long time, but I can't help her now, cause - well, you're the one man so be nice to her, will you?

She has returned to Dr. Steele to humbly ask for his forgiveness and find peace and protection:

Judith: You could do something for me, though.
Dr. Steele: What?
Judith: Forgive me.
Dr. Steele: There's nothing to forgive.
Judith: The things I said to you!
Dr. Steele: Darling, it's good to say things. It gets them off your chest. I understood.
Judith: Did you? Do you?
Dr. Steele: Yes.
Judith: You said you wanted me to have peace. Where is peace?
Dr. Steele: Within yourself. Judy, come here. (She sits on his lap.)
Judith: I tried to do all the things I said I would. Tonight, I - darling, there's been no one but you. Darling - how good it is to call you that again. I had to come and tell you - no one. You see, I couldn't go on with the thought that you might be bitter to me. I didn't want you to think of me like that.
Dr. Steele: I love you, Judy.
Judith: (She fingers his black bow tie as she confesses) I know you do. May I take back every rotten thing I ever said to you? Darling, help me! I've been so stupid. I've crammed every minute so full of waste and now there's so little time left and I don't know what to do. I'm afraid! You're so right and strong. (She falls into his embracing arms and sobs)
Dr. Steele: It's all right now Judy. It's all right.
Judith: May I see you sometimes?
Dr. Steele: You're going to see me every day. You're coming to Vermont with me.
Judith: Am I?
Dr. Steele: Yes. Maybe we'll find that peace there together.
Judith: No, that wouldn't be fair to you. We'd have so little -
Dr. Steele: Forever Judith. Will you marry me?

He accepts her completely and suddenly asks her to marry him. She gratefully accepts his offer, touched with joy in her heart:

Marry? Oh, wouldn't it be marvelous if we could - have a real wedding and be given away and - church bells and champagne and a white frock and orange blossoms and a wedding cake. That's one thing I won't have missed, and you're giving it to me. I can never love you enough.

The next scene fades into a view of the Steele's Vermont farmhome in the winter - she has moved in with her new husband. Idyllically happy, she can't imagine her past life of materialistic possessions and its accompanying complications: "Why do people complicate their lives so, Martha? All those horses and that house. Here we have nothing and yet we have everything." He conducts his research to find a cure for brain cancer in a laboratory and 'culture room' separated from the main house, and makes fun of her when she bursts in with a tray of lunch:

I've told you never to come in here when I'm working. This joint is aseptic. You're crawling with microbes - bugs...and just as I was about to discover the secret of life...Your little bugs met my little bugs and the food's little bugs and they all got together and had a party and they're gonna get so cock-eyed drunk they won't be of any use to anybody.

After not seeing Judith for three months, Ann has written from Long Island - she makes her first visit to Brattleboro, Vermont. With Judith in high spirits and passionately loving life, Dr. Steele speaks to Ann about the transformation and their pact to not speak about death:

Dr. Steele: Isn't Judy beyond words?
Ann: No blue moments at all?
Dr. Steele: No, we never even think about it. In fact, we don't even talk about it. And you mustn't.
Ann: Of course not.
Dr. Steele: Not even with your eyes. You'll be tempted to. Watch yourself. You see, we just pretend that nothing's going to happen. Understand?

By early springtime, the snow has melted, and Ann is opening a parcel containing a package of seeds ("Incomparabilis...Jonquilla Narcissus") for planting in a flower bed: "Be sure you plant them in the sun." Judith is excited about preparations for a trip to Philadelphia for the Grand National races, to see Challenger win.

At the beginning of a long, poignant, heart-breaking closing scene, Judith's inevitable demise starts when she senses darkness with failing eyesight on a beautifully sunny day, as she digs in the garden and plants seeds with her best friend:

Ann, there's a storm coming...It's getting darker by the minute. We'll have to take our raincoats with us. Oh, it'll rain cats and dogs and ruin all our nice bulbs. Look how it's clouding up. It's getting darker every second. It's funny, I can still feel the sun on my hands.

Suddenly, she pauses as she comprehends the truth - she realizes that she is going blind and death is only a few hours away. She gasps, grabs at her throat, and then throws her arms around Ann - they both cling to each other in terror. Ann sobs in Judith's arms: "The sun has gone. There are clouds. It is getting dark." In a reversal of roles, Judith comforts her: "It's all right...shhh." From the house, Dr. Steele excitedly calls out with news of changed plans: "We're not going to Philadelphia. We're going to New York. They just read a wire over the telephone." With her eyesight dimming fast, Judith tells Ann that they must withhold her condition: "Come on. Not a word." In the hallway of the house, Judith (with blurred vision) deceives her husband into believing her eyesight is not dimming, and has Ann read the transcribed telegram, inviting him to "present material at board meeting in New York...that means driving to Mills Junction to catch the four forty."

Judith can neither go to New York nor let him go, but decides to send him off without her anyway, to receive justly-deserved recognition and accolades: "Ann, can't you see? I can't stop that." Even though she knows time is very short, she also sends Ann back to the garden:

Dimming of the vision. Then blindness. Then - oh, if I could only last until he goes. Now Ann, come on, go out to your garden and plant your flowers just as if nothing had happened. Dear Ann, and know what I must do. Go on.

Upstairs, she hears her husband proudly speak of his revered work: "Darling, you know what this means, don't you? It means in five or ten years, I'll begin to get someplace...Boy, I might even be acclaimed. Might even get our picture in the paper." Judith makes up excuses to remain in Vermont: "New York would bore me now, really it would. You see, this is my home here." Noticing that she is trembling, she covers up: "Can't a girl be a little sentimental? This is the first time we've been separated." She reassures him that she is not afraid to be alone or face death - she tells her husband that she understands and accepts the inevitable end that "will come as an old friend, gently and quietly." She dissuades him from joining her in death with his own suicide - instead, she asks her beloved husband/doctor to strike a blow for her whenever he achieves something in his work:

Judith: Are you worried about me?
Dr. Steele: Yes, every second you're out of my sight.
Judith: Oh that's ridiculous. You needn't be. Ann's here.
Dr. Steele: Judy, if anything should happen -
Judith: Shhh. You mustn't talk about that. We agreed not to. You know I'm not afraid anymore...Oh darling, come on. You know I used to be afraid. I died a thousand times. When death really comes, it will come as an old friend, gently and quietly.
Dr. Steele: Oh Judy.
Judith: Oh, we've had so much. If we live to be 100, we could have no more. And I've been so happy. When the time comes -
Dr. Steele: When it comes, I'm going with you.
Judith: Oh darling.
Dr. Steele: I will.
Judith: You couldn't be that unkind to me.
Dr. Steele: I couldn't live without you.
Judith: You must. You will. You must go on with your work.
Dr. Steele: No, it's futile, meaningless, cruel.
Judith: Not if you take revenge for it.
Dr. Steele: Revenge.
Judith: Yes, revenge. By going on with this work and these experiments. By wiping out something that will take me from you one day. And with each blow you strike, you can say, 'That was for Judith, my wife.' Come on!

She helps him pack his suitcase and encourages him to go off to New York and have his "big moment" - she will dutifully "wait home as a proper wife should." She asks one final question of him: "Darling...tell me something. Have I been a good wife?" Without a word, he swings her around in his arms. She smiles: "That makes me very happy, happier than anything else. I've loved it so, every minute. How can I make you understand? Look out there - somehow, it's been like that, shining and quiet." In what only she knows will be a final goodbye, she delivers parting words:

Nothing can hurt us now. What we have can't be destroyed. That's our victory - our victory over the dark. It is a victory because we're not afraid.

She offers a few, last-minute practical tips to keep his spirits up: "Remember while you're away to tie your tie properly and brush your hair and for heaven's sakes, buy a new hat...Mind yourself in the big city...Hurry home." She carries off the deception flawlessly, not allowing Ann to protest and stop him.

After her husband has left, she helps Ann plant his favorite flower, hyacinths, although she knows she won't ever live long enough to see them bloom:

I must help you plant them. You see, they're his favorite flower. You dig the holes, I'll put them in. I want to very much....You will water my flowers, won't you, Ann? Take care of them. And Ann, you will take care of my Doctor, won't you? He'll need someone. He mustn't be alone. You see, it is so much worse for him than it is for me. Really, that's true. I'm the lucky one. All I'll miss is growing old and being tired and worn out. Never leave him will you?

As Ann cries sorrowfully, she comforts Ann:

Don't, Ann. I'm happy, really I am. Now let me see, is there anything else? Oh yes, one more thing. When Michael runs Challenger in the National, oh and he'll win - I'm sure he'll win - have a party and invite all our friends. Now let me see, silly old Alec if he's back from Europe, Colonel Mantle and old Carrie and, oh yes, and don't forget dear old Dr. Parsons. Give them champagne and be gay. Be very very gay. I must go in now. Ann, please understand, no one must be here, no one - I must show him I can do it alone. Perhaps it will help him over some bad moments to remember it. Ann, be my best friend. Go now. Please.

Ann runs away in tears toward the driveway and an open field as Judith listens to the sounds of children playing in front of her house and goes indoors. At the foot of the stairs, she tells Martha: "I'm going up to lie down now." Feeling her way along, she starts climbing the stairs - one last time - she stops midway to embrace and say goodbye to her two dogs Daffy and Don.

She haltingly climbs further toward her bedroom, kneels and offers a final prayer by her bedside. Martha has followed her and pulled the blind on the window, shutting out the rays of sunlight. Judith asks: "Is that you, Martha?" She eases herself onto her bed and lies down, telling her housekeeper to be dismissed, without hysterics:

I don't want to be disturbed.

Martha covers her with a comforter and then respectfully leaves the room and closes the door. Judith triumphantly and victoriously faces the end alone and dies in a dignified manner. A camera frames a close-up of Judith's sightless, staring face and then slowly blurs out-of-focus, signifying the end of her vision - and death. A heavenly chorus of voices accompanies her entrance into the void.