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.

Joe is busy cutting a swathe through Warley society and is playing with the affections of two women - Susan Brown, the daughter of the richest man in Warley, and Alice Aisgill, a married older woman. However, he is making enemies as well as friends.