The two Pierce daughters return home: a fashionably-dressed Veda just after music lessons, and her tomboy sister Kay (Jo Anne Marlowe) after playing street football. They see their father packing up the car in the driveway to leave. When they learn that their parents have separated, Kay asks: "Doesn't he like us?" Mildred encourages everyone: "We'll have to get along by ourselves now." More perceptively, Veda asks: "What did you and father quarrel about?" Mildred denies that Mrs. Biederhof was the cause:

Mildred: I can't tell you now. Someday, I will, but not now.
Veda: If you mean Mrs. Biederhof, mother, I must say my sympathies are with you. She's distinctly middle-class.
Mildred: Please, Veda! It wasn't Mrs. Biederhof. It was just little things, mostly about your dress.
Veda: My dress. It came?

Self-centered and not hearing that the cause of the split was her own selfish and materialistic desires, Veda rushes to her upstairs bedroom with Kay to view the dress. With a haughty and dissatisfied air, an ungrateful Veda criticizes the dress and fusses:

It's awful cheap material. I can tell by the smell...Well, it seems to me if you're buying anything, it should be the best. This is definitely not the best...Oh it's impossible. Look at it. Ruffles! I wouldn't be seen dead in this rag. It's horrible. How could she have bought me such a thing?

Outside the door, Mildred overhears her daughter and is wounded and hurt by the criticism. [Mildred's spoiled, bitchy teenage daughter Veda is the convincing, evil femme fatale in the film - the excessive and fatalistic version of Mildred herself.]

Late that evening, as Mildred looks at her over-due bills (mostly clothing invoices for purchases for Veda) at a desk, her voice-over describes her financial insecurity and distress:

It didn't take me long that night to figure out that I was dead broke. And with Bert gone, it looked as though I'd stay broke. I felt all alone. For the first time in my life, I was lonely. There was so much to remind me of Bert - how things used to be with us. And what great hopes we had. [Mildred opens the desk drawer and clasps a gun.]

A sudden buzzer from the doorbell disturbs Mildred's contemplation. At the doorway of the Pierce home is a younger Wally, who learns for the first time that Bert isn't living there anymore: "You mean you busted up?...For good?" He invites himself in, tosses his straw hat away, and immediately starts making advances to court her: "Bert must be crazy...You know, I, uh, I never did mind being around you, Mildred." Mildred replies: "You don't, by any chance, hear opportunity knocking, do you?" Wally continues to make himself comfortable and hints: "Not too much ice in that drink you're about to make for me."

The memorable scene of Wally's dogged interest in Mildred is played out with witty dialogue as both of them first prepare his drink in the kitchen and then move to the living room. With good humor but strong reserve, she fends off and repulses his crude advances until he leaves:

Wally: I like Scotch.
Mildred: (knowingly) I know what you like.
Wally: With soda. You know I've always been a little soft in the head where you're concerned.
Mildred: You surprise me.
Wally: No, this is on the level. Bert's gone. OK. I figure maybe there's a chance for me now. You know I wouldn't drop dead at the idea of marrying you.
Mildred: Quit kidding, will you?
Wally: No, I figure maybe one of these days, you might have a weak moment.
Mildred: If I do, I'll send you a telegram - collect.
Wally: Easy on the ice please, will ya?...No soda?
Mildred: Sorry, Bert never had it around.
Wally: We'll take care of that...Say when.
Mildred: Not for me, I'm not used to it.
Wally: Take care of that too.
Mildred: You're pretty sure of yourself, aren't you?
Wally: You got to be educated, Mildred. You've just joined the biggest army in the world...the great American institution that never gets mentioned on the Fourth of July...a grass widow with two children to support. (As she turns and walks away, he holds onto her bathrobe belt and it unties.)
Mildred: Wally, why don't you make an effort to grow up?
Wally: Why don't you make an effort to forget Bert?
Mildred: Maybe I don't want to.
Wally: But you'll be lonesome, Mildred. You're not the kind of a woman who can get along by herself. (He puts his arm around her shoulder)
Mildred: Well I can try.
Wally: Oh come on, get wise. (He advances for a kiss)
Mildred: (exasperated as she pushes him away) Wally! You should be kept on a leash. Now why can't you be friendly?
Wally: (grinning) But I am being friendly.
Mildred: (fending him off) Now I mean it. Friendship is much more lasting than love.
Wally: Yeah, but it isn't as entertaining. (He pulls her close and kisses her on the lips. She reacts with annoyance.)
Mildred: Cut it out, Wally. You make me feel just like Little Red Riding Hood.
Wally: And I'm the Big Bad Wolf, huh? (They sit down next to each other on the sofa.) Naw, Mildred, you got me wrong. I'm a romantic guy but I'm no wolf.
Mildred: Then quit howling! I know you romantic guys. One crack about the beautiful moon and you're off to the races.
Wally: Especially when it looks like a sure thing. (He approaches to kiss her neck.)
Mildred: (evading his approach and getting up) Here we go again.
Wally: (innocently) Did I do something wrong?
Mildred: You'd better go Wally. (She hands him his straw hat.)
Wally: No dice, huh?
Mildred: Good night.
Wally: Well, no dice, no dice. (He finishes his drink) You can't shoot a guy for trying. (He takes his hat) I just thought maybe if...Ah, Mildred, I was only kidding. I wouldn't pull any cheap trick like that on you. You know that.
Mildred: (knowingly) Yes, I know.
Wally: Why, I...
Mildred: (She opens the door) I said good night, Wally.
Wally: OK. OK. Round one goes to Mildred Pierce.
Mildred: There won't be any round two.
Wally: (He blocks the door and sticks his head back in.) We live in hope. I'll keep on trying.
Mildred: I know. Once a week.
Wally: (He holds up two fingers) Twice a week. (Mildred shakes her head and shuts the door.)

Mildred proceeds upstairs where she finds Veda still awake and reading in bed. Veda reveals that she heard her mother and Wally talking and slyly suggests: "You could marry him if you wanted to...if you married him, maybe we could have a maid like we used to, and a limousine, and maybe a new house. I don't like this house, Mother." Crassly, the insatiable Veda anxiously wishes that her mother would marry a man she wasn't in love with so that she would reap the material benefits and greater status - and Mildred levels with her:

Mildred: Veda, does a new house mean so much to you that you would trade me for it?
Veda: (snuggling coyly against Mildred) I didn't mean it, Mother. I don't care what we have, as long as we're together. It's just that there are so many things that I (she catches herself) - that we should have, and haven't got.
Mildred: (with her arm around her daughter) I know, darling, I know. I want you to have nice things. And you will have. Wait and see. I'll get you everything. Anything you want. I promise.
Veda: How?
Mildred: (resolutely) I don't know. But I will. I promise.

As Veda is told good night, an over-bearing Mildred expresses her love for her cold-hearted offspring:

Mildred: I love you, Veda.
Veda: I love you, Mother. Really I do. (Mildred hugs her daughter warmly, but is mildly rebuked and subtly rejected.) But let's not be sticky about it.

Mildred's face reflects the emotional anguish that has been inflicted upon her.

In her own bed, Mildred tears out newspaper classified ads for employment to fulfill her social-climbing promises to her vicious daughter. In voice-over, she explains her desperation. A montage of Mildred's pounding the pavement and job interviews is coupled to her despairing voice:

I had to get a job, any kind. I had no experience in the business world but I had to get a job. I walked my legs off. Getting a job wasn't as easy as I thought. Days seemed like weeks and always, everywhere I went, I heard the same thing: 'Sorry, we need people with experience.' I was tired and sick at heart when I saw the restaurant. I-I decided to go in for a cup of tea. [The camera shows Mildred on the outside, looking through the window into the restaurant.]

Mildred is seated by the restaurant's hostess, Ida, who is experiencing problems with "short-handed" help, bickering waitresses and ultimately, a poor level of service for the customers. Point blank, Mildred changes her tea order: "No, I want a job...Well, you seem to need help and I want a job." Even though she has no experience, Mildred's forthrightness earns her an opportunity from a surprised Ida:

Personally, I don't think you're the type for the work. But against my better judgment, I'll give you a trial. Now you need white shoes. Ask for nurses' regulation. Any of the stores. Two ninety-five. We furnish your uniform but it comes off your first check. Three ninety-five. You get it at cost and keep it laundered. If you don't suit us, we charge you twenty-five cents on the uniform - that comes off your check too. Keep your own tips.

The film dissolves to a view of the busy restaurant kitchen with hurrying waitresses, and orders being shouted out, as the ambitious Mildred learns the business "the hard way." As time passes, she slavishly and quickly becomes a proficient worker, and she establishes a moonlighting side business of pie-baking for the restaurant:

Mildred: (to the cook ladling out food) Two chicken dinners, one without gravy.
Ida: (intruding to advise) Two chickens, hold one gravy. (To Mildred) You can't say 'without.' You got to say 'hold.'
Mildred: (in voice-over) I learned the restaurant business. I learned it the hard way. In three weeks, I was a good waitress.
Mildred: (to the cook) One chicken. Hold veg...Steak medium...Club sand. Roast beef. Hold one. Club and salad.

(Mildred's voice-over) In six weeks, I felt as though I'd worked in a restaurant all my life. And in three months, I was one of the best waitresses in the place. I took tips and was glad to get them. And at home, I baked pies for the restaurant.

Mildred (at home, speaking to her black maid Lottie (Butterfly McQueen with no screen credit) as they bake pies in the kitchen) Those'll be done in another couple of minutes. Let's see now. We have a dozen peach, a dozen berry, a dozen pumpkin, and a dozen cherry. Now when we finish the apple, we can quit for the night.
Lottie: I don't know how you keep it up, Mrs. Pierce. Honest I don't. Now I sleep all mornin' but you go down to that restaurant and work and work, just like you been sleepin' all night - only you ain't.
Mildred: It keeps me thin.
Lottie: Beg pardon!
Mildred: Um, um!
Lottie: (checking her body fat on her arms and waist) Don't do nothin' for me!

Mildred writes deposits in her Glendale Savings and Trust bank book. The small entries in the deposit column dated from May-June of 1939 total $400. As she explains in voice-over, the meager earnings from her socially-undesirable work are to support and keep Veda well-supplied with lessons:

I was doing all right. I was doing fine. I was able to afford an expensive singing teacher for Veda, and a good dancing school for Kay. Only one thing worried me - that someday Veda would find out that I was a waitress.

The day of revelation comes very soon after to Mildred's snobbish daughter. Veda 'snooped' around in Mildred's closet and found one of her waitress uniforms. She gave it to Lottie to wear - as the maid explained: "...in case I have to answer the doorbell." In their first major confrontation, Veda tells her mother how embarrassed she would be if the uniform was used for any other purpose:

Veda: If you bought the uniform for Lottie, and I certainly can't imagine who else you could have bought it for, then why shouldn't she wear it?
Mildred: You've been snooping around ever since I got this job, trying to find out what it is. And now you know! You know, don't you?
Veda: (insolently) Know what? Know what, Mother?
Mildred: You knew when you gave that uniform to Lottie that it was mine, didn't you?
Veda: (pretending badly) Your uniform?
Mildred: Yes, I'm waiting tables in a downtown restaurant.
Veda: My mother - a waitress.
Mildred: (pulling her daughter up by the arm) I took the only job I could get so you and your sister could eat and have a place to sleep and some clothes on your backs.
Veda: Aren't the pies bad enough? Did you have to degrade us?
Mildred: Veda, don't talk like that!
Veda: I'm really not surprised. You've never spoken of your people - who you came from - so perhaps it's natural - Maybe that's why father...

Mildred suddenly lashes out and viciously slaps Veda across the face. Then, Mildred turns away with her face cupped in her hands, and she apologizes, with tears flowing, while wringing her hands:

Mildred: I'm sorry I did that. I'd have rather cut off my hand. I never would have taken the job if I hadn't wanted to keep us all together. Besides, I wanted to learn the business the best way possible.
Veda: What kind of business?
Mildred: The restaurant business. I'm planning on opening a place of my own. There's money in a restaurant if it's run right. (Veda perks up with interest)
Veda: You mean, you mean we'll be rich?
Mildred: Some people have gotten rich that way.

In voice-over, Mildred explains her business venture to open up a small restaurant:

I didn't know what to do next. Suddenly, it hit me. Why not open a restaurant?

She enlists the help of real estate man Wally in his real-estate office. While eyeing her legs as she sits, he comments: "I, uh, haven't seen enough of you lately." She pulls her skirt down and curtails his prurient interest: "This is all business, Wally." Boldly, she proposes to open a restaurant of her own:

I'm going to open a restaurant...I've found the location I want. It's an old house that hasn't been lived in for years from the look of it. It's right on a busy intersection, which means it's good for drive-in trade. I clocked an average of five hundred cars an hour...And there isn't another restaurant within five miles.

The location of the for-sale property is 35904 Glen Oaks Boulevard, listed at $10,000, and owned by the Beragon estate. Wheeling and dealing, Wally telephones Beragon, sets up an afternoon appointment, and cautions Mildred: "And remember, let me do all the talking." Their silhouetted shadows show Wally holding up his hand to her as they leave:

Mildred: Oh Wally, you're wonderful.
Wally: Uh-uh. This is all business, remember.

At the Beragon beach house, they introduce themselves to the slick, good-looking, society playboy Monte Beragon. The "unusual proposition" suggested is to "buy the house" - but not pay "outright" for "about a year" until Mildred can make "ten thousand clear." At first, Beragon is uninterested because the odds are against him, but assents to the deal after Mildred pleads for the property and charms him with her earnestness:

This is a gamble for me too. I'm putting every cent I have into this place. Believe me, I haven't much. I can't afford to lose any more than you. Look, I've got all the information. I know exactly what it would cost and how much I could expect to make. I know I could do it. I know I can.

They drink to the accepted transfer of ownership, as Monte asks Mildred: "Well, Mrs. Pierce, how does it feel to be the owner of a white elephant?" She responds with enthusiasm as the two clink their glasses: "Oh, it feels wonderful." Wally feels left out and adds: "Hey, how about Uncle Wally here?"

Some unfinished business regarding Mildred's marriage to Bert must also be taken care of. Wally suggests that Mildred should get a divorce before opening the restaurant - he explains: "In the state of California, they got a thing called the community property law. Half of what Bert owns belongs to you...Well, it works two ways. Half of what you own belongs to Bert. You open that restaurant and voom - all of Bert's creditors will be hanging around with their hands out saying 'gimme.'" Mildred won't make an impulsive decision and stubbornly insists: "I'll think about it."

In her home over tea, Mildred discusses possible divorce proceedings with Bert: "Don't you think I hate this as much as you do. But it's got to be for the children's sake. I have to think of their future." The subject of their two children contrasts the two daughters. Kay is undemandingly affectionate and loving - this makes Mildred focus more of her attention on Veda:

Mildred: Kay doesn't need so much thinking about.
Bert: Kay is twice the girl that Veda is and always will be. She thinks you're wonderful.
Mildred: Maybe that's why I keep trying to please Veda.
Bert: You'll always get kicked around, Mildred.

Bert is reluctant to agree to a divorce, although Mildred insists: "I want a divorce...I've put everything I've got into this little restaurant. I've worked with painters, carpenters, and electricians. And suddenly, everything's beginning to take shape. I've worked hard and long, and I'm going to get that divorce...I'm going to file papers and there's very little you can do about it. I don't need your permission." Bert snaps back: "No, well file away. I'll fight you all the way down the line. You and Wally Fay."