Leaving working class Dufton behind him, Joe Lampton arrives in the affluent mill town of Warley with two things on his mind - money and sex. He takes lodgings at The Top, where the rich folk live, and starts mixing with a better class of female at the local amateur dramatic society. He is soon dating Susan Brown, the daughter of the richest man in Warley. But his plan to marry into the wealthy middle classes is threatened by his feelings for Alice Aisgill, a woman who is not only ten years older than him, but also married.