Feeling the urge to settle down, drifter Hal Carter (William Holden) heads for a small Kansas town hoping to land a job with the help of his wealthy college roommate, Alan Benson (Cliff Robertson). At the town's Labor Day picnic, Hal seduces the local beauty queen and Alan's girlfriend, Madge Owens (Kim Novak), while ignoring his own "date," Madge's younger sister Millie (Susan Strasberg). Taken to task by a frustrated schoolteacher (Rosalind Russell), Hal disappears into the night followed by Madge. And when he asks Madge to join him in Tulsa where he thinks he can find work, filled with her own memories of the picnic, she ignores her mother's wishes and follows her heart.