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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.

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. But Joe is making enemies as well as friends. Escaping the prying eyes of Susan's spies, Joe takes Alice on an illicit holiday to the coast. In a cottage by the sea, they dare to dream. Back in Warley, Joe realises that he is going to have to choose between Alice and Susan.