Stuck in a dead-end job in a dead-end Kansas town, Lila Green (Joanne Woodward) is at the end of her rope. After she loses her job as a local magician's stage assistant, Lila moves in with neighbor Helen (Claire Trevor) and her son, Kenny (Richard Beymer). One night, Lila and Kenny give in to their mutual attraction, but immature Kenny doesn't pursue her any further. When Lila lets a new boyfriend talk her into stripping at a nearby club, her world falls even further into ruin.