Based on John Braine’s novel, a young men gets a job in local government and hopes to marry a pretty woman from a rich family; but first he falls in love with an older actress who is beautiful and married.
Joe Lampton (Laurence Harvey) gets off a train and carries a briefcase to the office of the Borough Treasurer. He is there to work and is shown into the office of Mr. Hoylake (Raymond Huntley) who says they are civilized there. Joe is from Dufton and says they are not savages. He asks for help finding a place to live and is turned over to Charles Soames (Donald Houston). They go to Joe’s desk where he meets June Samson (Mary Peach). Soames makes a call, and Joe notices a pretty woman in the street. Soames asks Joe if that is what he wants.
Soames and Joe talk as he unpacks his suitcase in an apartment. Joe is ambitious to get things, but Soames says he won’t make much working in local government. Joe asks about local entertainment, and Soames shows him a play that will be opening soon.
Joe in the theater reads his program as he watches Alice Alsgill (Simone Signoret) and Susan Brown (Heather Sears) in the play. He whispers to his companion who points out her husband George Alsgill (Allan Cuthbertson) in the first row. Backstage Soames and George introduce Joe to Alice and Susan. Jack Wales (John Westbrook) speaks to Susan, and Eva introduces herself and her husband Cyril to Joe. Jack goes with Susan and meets Joe who says he was shot down and was in a prison camp during the war. Joe tells Susan he will send her flowers next time. George tells Joe that Jack was a POW too, and he escaped. Joe goes outside and sees Jack and Susan drive off.
In the day time Joe takes a bus, and downtown he sees Jack whom he tells to stop calling him “sergeant.” Jack says he got the DSC and laughs.
At a dog track Joe talks with Soames and says he has a way of grading women. He says Susan is grade one, but Soames says she is not for him. Joe asks Soames if he likes June, but he says she has an invalid mother. While walking Joe tells Soames he would like to join the dramatic club. Soames assumes he is after Susan, and they make a bet whether he can date her.
In the theater during rehearsal Joe tells Susan he joined the club to see her. Joe goes on stage to rehearse his part with Alice. In the scene he mistakenly uses the word “brassiere,” and everyone laughs. The director instructs Joe on his role.
Outside Joe apologizes to Alice and invites her for coffee. She declines but asks him to drive her car. She points out the Brown’s place. They are having a party. Joe says it is like a castle and has a swimming pool.
Alice and Joe drink and talk in a restaurant. He complains about how Jack talks to him, and she says he is jealous. She suggests he ask her out and asks if he feels inferior to Jack. He does not think Susan wants Jack. Alice says he does not believe in himself enough. Joe tells Alice he likes her but not for sex. She says he reminds her of a student she knew in Paris. He asks if she is unhappy, and she says no.
Susan is listening to a record, and the maid tells her she has a phone call. She talks with Joe and says she has another engagement on Saturday but she would like to see him another time. Mrs. Brown (Ambrosine Phillpotts) comes in and asks her about Joe.
Joe asks Alice for advice about Mrs. Brown, and she tells him she is not fragile and he can take hold of her in the play.
At a restaurant several are talking, and Jack comes in. Alice says Joe is her lover in the play. Jack asks Alice for the keys to the car. She asks about tomorrow when she is taking Elspeth. He tells her to do it another time. Jack leaves, and then Alice goes out. Joe watches her and then goes out.
On the street he asks Alice if he can see her home, but she declines and kisses him goodnight and then walks on.
In a library Joe sees Susan, who says she was thinking about him. He says she is pretty. He invites her for coffee, but she says she is meeting her mother. He asks her to see a musical, and she is interested and asks when. He says she is beautiful, and she agrees to meet him at seven.
At a pool hall Joe tells Soames that he lost the bet.
In a restaurant Joe and Susan are drinking and talking. He tells her about his mother who died during an air raid. He takes her hand. Jack appears and asks Joe for a drink. Jack sits between them and tells Joe he has comic possibilities. Jack puts his arm around Susan. Joe leaves, and Susan complains to Jack.
Mr. Brown (Donald Wolfit) tells two architects he does not like their model for his business building. He gives his secretary an order. Susan comes in with Mrs. Brown who asks him to have Susan put off Joe. Susan says she likes him and goes out. Mrs. Brown asks him why he did not stop her. Mr. Brown says small-town men can do well. He tells her to leave Joe to him.
Joe’s boss Mr. Hoylake chats with Joe and commends his work in the first six months. Hoylake tells him it is a small town and that Mr. Brown is a powerful man who gets what he wants. He implies that Brown controls promotions. He advises Joe to find another girl with a similar background to his. He could go a long way there.
On the bus Joe complains to Soames.
At night outside the theater Joe lights a cigarette for Alice. She gives him her car key and asks him to take her to Sparrow Hill. June and Cyril come out and see them drive off.
On the way Alice says that George is away for the weekend. Joe asks how she met him. She was a teacher and came to England in 1937. They park on the mountain with a view of the city. He lights a cigarette for her and hands it to her, then throws it away and kisses her. She tells him not to say anything and gets out of the car. He follows her and embraces and kisses her.
Soames reads a letter to Joe about a new job and asks him if he will take it.
Joe walks in a ruined house, and a little girl says it is her house. Joe says it was his too. She shows him her garden. Her mother calls her and takes her away from a stranger. Joe says they are new and that he is not a stranger. They go in the house, and Joe walks down the street. He goes in a home and speaks to his Aunt, who is glad to see him. He says he is not sure he will take that job there. Joe says he is in a different kind of town now and tells her and her husband about Susan whose father is wealthy. Aunt advises him not to sell himself for silver. His uncle advises him to stick to his own people. Joe says things have changed since the war. Joe says he wants the girl and the money. Aunt says he is not entitled. Joe says he has to go, but he will consider the job.
Joe meets with Mr. Damley about the job. Joe decides to go back to the city.
Joe calls for Susan, and her mother tells him she is out of town. Joe tells Soames that they sent her away because they are afraid of him. Joe lays on his bed and expects to win her.
Joe is embracing and kissing Alice who is in her underwear. She tells him Elspeth will be there soon and puts on a robe. He does not like her to put clothes on, but she says she is too old. He disagrees and puts his arms around her. She says he is good to her. He asks why she married George. She cuts her finger, and he washes and bandages it. She likes him doing things for her, and he does too. He carries her to the bed. Elspeth (Hermione Baddeley) comes in and says she had to come. Joe and Alice get up. Elspeth plays the piano and tells Joe he is a lucky man. Elspeth likes the real man he is. She asks if he loves Alice, and Elspeth says Alice is crazy about him. She asks Joe not to hurt her, and he says he won’t.
Soames and Joe run out of their building as the mail arrives. Joe reads a postcard from Susan and says he will not write to her. Soames says he can’t have two women in this town. He warns Joe that George is dangerous. They get on the bus.
Later Joe is in a café and sees Alice go in her building. He enters with a key. In her bed she asks him if he would take her seriously if he met her ten years earlier, and he says he would have loved her and married her. He says he likes her the way she is now. She has never known anyone like him. She gets up, and he says she is beautiful and would like to have a picture of her. She says there is a painting of her in the nude. She is getting dressed and says she met a model in Paris. He asks her if she did that more than once, but she says no. She did not sleep with him. He asks why she did it and says he would like to beat her. She says it was long ago. He grabs her and pushes her down. She lectures him about his lust and lack of artistic appreciation. They quarrel, and she says she owns her own body and is not ashamed of it. She criticizes him for calling girls whores. He mentions being a prisoner, and she asks why he did not escape like Jack. Joe resents his rich father. He asks her what she did in the Great War fifty years ago. She asks if he wants tea, and he says he does not want anything. He says it was good while it lasted and regrets it had to end that way. He says goodbye, and she says goodbye. He walks out.
Joe is dressed up at a ball and asks for a whiskey. A drunk man talks to him. Joe sees Susan at a table next to Jack. He goes over, and she introduces him to her parents. Mr. Brown offers him a drink. They talk about his home town as he stands there. Joe tells Jack he does not know a man who makes money on loans. Mr. Brown advises Joe to enjoy the world while he is young. Susan tells Joe she will dance with him later and goes back to Jack.
Later Susan and Joe talk as they walk down stairs. He asks why she went away without telling him. She says they sent her away, and he says that is why he did not write. He complains how they treated him and that she said nothing. She says she will not let them come between them. He asks to kiss her and does so. She asks if he cares about her. He says he may care too much and sits down. She sits down and says she loves him. He says he loves her too, and she asks how much. He says very much.
In a cottage by a lake Susan and Joe are lying down. She says she is sorry. Joe kisses her neck and says he wants her. She asks if he likes the way she makes love. He says it is like mixed tennis. He complains about her parents. He says she leads him on and then stops him. She insists she loves him and would do anything for him. He says except for what a girl does for the man she loves. She asks him to be gentle with her, and they embrace.
Elspeth tells Alice that Joe was a brute and the loser.
Susan puts her head on Joe’s leg and says they now belong to each other. She says it is the most wonderful thing that happened to her. He agrees and says they must go. She thinks of her mother knowing. She says she does not feel different. She says he is not sentimental. He does not want to talk about it, and she says he is shy. They walk across a bridge and talk.
Joe tells Soames he is working overtime, and Soames says it is Friday. Soames leaves.
Joe runs out of the building to a pay phone.
Joe and Alice have met at a restaurant, and she says nothing has changed. He lights her cigarette and holds her hand, saying he loves her. She says she loves him too. He remembers she said, “Let’s be loving friends.” He says he tried to fall in love with Susan, but he wants Alice all the time. He says Soames knows of a cottage they can use where they will be alone.
A taxi drops off Alice and Joe in the rain, and they go into a cottage in the country. He carries her inside and kisses her. They take off their coats, and he lights the fire. She dries her hair, and they sit by the fire. She wants no cigarette during those four days.
Joe and Alice walk on a shore, and he asks her about George. She admits they still have sex occasionally. He says it is not like them, and she agrees. He asks why she has to be so honest. He says he loves her honesty and kisses her.
In the cottage at night Joe in pajamas asks Alice if she has to go tomorrow. He says she is his woman now and kisses her. She says she has no more defenses. She says he is stronger and more sure of himself. She thought he was wanting the wrong things and did not know he was damaging himself. She says he is proud, and he agrees. She says he does not have to pretend but be himself. They quote Shakespeare on being true to oneself. She gives him a present, and he says this is only the beginning because he cannot live without her. He lies down next to her, and she asks if he means it. Does he want her to divorce George, and he says he does. She is afraid because she is so happy, and it may not last.
At a train station Joe tells Alice that he will take the next train. She gets on, and he says they will work it out so that they can spend their lives together. He says it is just the beginning and kisses her goodbye.
Joe is working, and George comes to his office. George says he will not divorce Alice, and she has no grounds. George says he left no evidence. George says he knows about their naked bathing and other things. Joe says he can’t stop her from leaving him. George says he can sue him for enticement. He tells Joe to leave Alice alone. Joe asks why, and George says she is his wife. Joe asks if he still loves her. George says there will be no more warnings.
Soames tells Joe that he is going steady with June. Joe asks about her invalid mother. Joe says he wants to settle down too. The phone rings, and Soames says it is Mr. Brown. Joe reluctantly talks to him. Joe tells Soames that he invited him to lunch at the Conservative Club.
Joe goes there and sits with Mr. Brown who says he is late. Mr. Brown asks if this is the first time there, and Joe says yes. Mr. Brown offers to set him up in business by buying him a partnership. Joe asks what the catch is. Mr. Brown says the condition is that he never see Susan again nor communicate with her. Mr. Brown says he will make him a rich man. Mr. Brown says he will not get his money through Susan. Joe says he is bartering his daughter. Mr. Brown says if he refuses it, he will break him and run him out of town. Joe says he could take Susan with him. Mr. Brown says if she disobeys him, he will cut her off without anything. Joe says no and starts to leave. Mr. Brown calls him back and says he will marry her with his consent. Mr. Brown says the reason is obvious, and Joe blushes. She did not tell him. Mr. Brown tells him to quit his job and re-organize his office. Joe orders a Scotch and asks about salary. Mr. Brown offers him a thousand year to start. He must also give up Alice and calls her a whore. Joe objects to that term. Mr. Brown offers to take him to his home to see Susan and says he told Hoylake he was taking the afternoon off.
A car takes Joe to the Brown mansion, and a maid shows him in. Joe goes out on a porch, and Susan calls to him. She runs over and says it is wonderful. She puts her hands around his neck, and he asks why she did not tell him about the baby. She asks if it is all right now, and he says it is. She asks about his affair with Alice and asks how he could because she is so old. He tells her it is all over, and he insists that he promise her never to see her again. Joe says he must see her one more time to tell her about them. Mrs. Brown comes in the room and talks about wedding preparations.
Alice lights candles and gives Joe a sweater as a present. She asks why he is so serious. He has her sit down and tells her he is going to marry Susan. The date is already set. He says she is in a family way. He asks if she expected him to run away. She wonders if he loves her. He says they were only loving friends. He says George would not let her go. He would have lost his job. She says he is a timid soul. She asks if he will work for Brown, and he says yes. She says he got everything he wanted. She says the people at the top are the same as others, but he could have been bigger than any of them if he had been himself as he was with her. She asks if he understands what he has done. He admits he loves Alice, but he is going to marry Susan. Alice says she cannot wash it off. What else does she have? She asks him to stop saying it and pours a drink. Joe says there is no future for them together, and she calls it a pretty speech. He says he will never see her again. He says goodbye and walks out.
Alice is alone in a restaurant and looks at herself in a mirror. Three men are watching her, and one asks if she is all right as she leaves.
Joe goes to his office, and a secretary wishes him well. She says it will be the wedding of the year. Women tell him about Alice who was drunk and was in a car accident. Soames shows Joe champagne and pours him some. His boss asks Joe if he knew Alice well. Joe admits he did, and they say she died but not right away.
Joe goes to the apartment where he met with Alice and picks up the sweater. Elspeth shouts at him that he is a murderer. She tells him to get out and asks how he could do it. Joe leaves.
At a bar a blonde asks Joe his name. Her boyfriend tells her to go now, but she refuses. The boyfriend warns Joe who holds up a glass and tells him to take his hands off her. She says he is not really her boyfriend. Joe orders another drink, and she tells him to get some fresh air.
Outside Joe holds the blonde and with eyes closed calls to Alice. The blonde says she wanted to meet someone like him. She tells him not to pass out and helps him walk. She kisses him goodnight and tells him where he can get a taxi. Joe staggers in the street and encounters the boyfriend and other men who beat him up and leave him in the water.
In the morning Joe wakes up leaning against the tire of a truck. He falls to the ground and sees a boy with a toy car that crashes. Soames and June arrive in a car and help Joe who looks at the toy car and says he murdered her. Soames says no one blames him, and June says she would have ruined his life. Joe says he blames himself.
In a church a minister weds Joe and Susan. Joe’s Aunt and Elspeth are there. Joe says he will. Outside the church Susan and Joe get into a car, and Soames and June and the crowd watch them go. In the car Susan asks Joe if it was the most wonderful wedding. She says they belong to each other until death and notices that Joe is crying, believing he is sentimental.
This drama portrays an ambitious young man who is happy to accept the love of an older woman for a time. Various circumstances are factors in his decision to marry the younger woman even though he has a deeper relationship with the older woman. English attitudes about class are exposed and weighed against personal integrity and more authentic values.