As the story opens, Jerry Ryan (Robert Mitchum) walking alone in lower Manhattan. Ryan was a lawyer in Lincoln, Nebraska, working in the law firm of his wife's father. No kids. After twelve years, she wants a divorce. Ryan leaves Lincoln while the divorce is pending and goes to New York to find himself. He is alone, living in a cheap room, and almost broke. He has an invitation from an old friend to an eclectic/beat party in Greenwich Village. He shows up and meets Gittel Mosca (Shirley MacLaine) at the party. Mosca is a Brooklynite who left home on her own and rented an apartment in Greenwich Village when she was fifteen. She works as a dancer of sorts, and has had a number of relationships. Ryan and Mosca hook up after a day or so and start a relationship. The core theme of the picture is how their relationship expands and develops their self-respect of themselves. The turning point for Mosca comes when she gets sick and, as Ryan is storming down the stairway, she leans over the railing and begs for help. Ryan takes her to the hospital and looks after her when she is released. Mosca discovers intimacy within love. Class rears its ugly head, but they get over it. They are acting like married people in love. Ryan receives notice that the divorce is final, but he is still conflicted about his ex (Tess). After the divorce is final, Tess calls and wants Jerry back. He agrees, but will work on his own in Lincoln and Tess must accept nothing from her father live in poverty with Jerry until his practice gets on its feet. In the final scene the couple have broken up and are in two separate sets in the same dual scene. This technique is used in the theater but rarely in movies. Ryan is leaving his room for the last time and Mosca is self-assured, self-respecting, and in control. This picture is a director's delight, with open dimensions in every scene. Robert Wise rises to the occasion.