Ben Quick (Paul Newman) arrives in Frenchman's Bend, Mississipi after being kicked out of another town for allegedly burning a barn for revenge. Will Varner (Orson Welles) owns just about everything in Frenchman's Bend and he hires Ben to work in his store. Will thinks his own son, Jody, who manages the store, lacks ambition and despairs of him getting his wife, Eula, pregnant. Will thinks his daughter, Clara (Joanne Woodward), a schoolteacher, will never get married. He decides that Ben Quick might make a good husband for Clara to bring some new blood into the family.