Backstage at Fabiana's fashion show, Holly's impressed by the glamour and Macel's overwhelmed by the models but the cost of both is brought home to them when Fabiana collapses from starvation.
Valentine's Day has everyone in a frenzy as Holly tries to make Marcel jealous, Margaret avoids her infatuated but misled penpal, and Madame Ybarra ends her mourning.
Holly impulsively takes a penniless American girl under her wing, but finds Kelly's youth, writing talent and fluency in French are making her feel second-rate.
Unable to go home for the holidays, Holly accepts Marcel's invitation to accompany him home for a French Christmas at his family's estate. But a jealous former fiancé makes life hard for the American.