Sydney Pollack's tawdry potboiler, adapted from a one-act play by Tennessee Williams, was rife with production problems, culminating in Williams' failed attempt to have his name removed from the credits. The story is set by a framing device as thirteen-year-old Willie Starr (Mary Badham) sits on an abandoned railroad track with her friend Tom (Jon Provost) and relates the tale of her deceased older sister Alva (Natalie Wood). Alva is a beautiful woman living in a small Mississippi town in the 1930s with her manipulative mother Hazel (Kate Reid), the owner of a boarding house. Hazel wants Alva to marry the well to do Mr. Johnson (John Harding), but Alva has fallen in love with a good-looking stranger from New Orleans, Owen Legate (Robert Redford), who is in Mississippi to lay off railroad workers. Hazel is opposed to their love affair and when Owen is beaten to a pulp by a gang of workers, he decides to leave town and take Alva with him. But Hazel fools Owen into thinking Alva is engaged to Mr. Johnson. In retaliation, Alva marries Hazel's loutish lover J.J. (Charles Bronson). The next day, she abandons J.J. to meet Owen in New Orleans. Her mother, incensed at Alva's betrayal, sets out to ruin her daughter's reputation by exposing her marriage to J.J. to the world.