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.

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.