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In late 1940s Yorkshire, England, ambitious young man Joe Lampton (Laurence Harvey), who has just moved from the dreary factory town of Dufton, arrives in Warnley, to assume a secure, but poorly-paid, post in the Borough Treasurer's Department. Determined to succeed, and ignoring the warnings of a colleague, Soames (Donald Houston), he is drawn to Susan Brown (Heather Sears), daughter of the local industrial magnate, Mr. Brown (Donald Wolfit). He deals with Joe's social climbing by sending Susan abroad; Joe turns for solace to Alice Aisgill (Simone Signoret), an unhappily married older woman who falls in love with him.