Val Xavier (Marlon Brando), a drifter of obscure origins arrives at a small town and gets a job in a store run by Lady Torrence (Anna Magnani), a sex-starved woman whose husband Jabe M. Torrance (Victor Jory) is dying of cancer upstairs. Val is pursued by Carol Cutere (Joanne Woodward), the enigmatic local tramp-of-good-family, who covets his snakeskin jacket as much as his body and tries to seduce him in the cemetery. Val is more attracted to the mature Lady and gets her pregnant.