Harry Pulham (Robert Young), a member of the New England's conservative upper-middle class, is stultified by the respectable routines of life and a proper marriage to his wife Kay (Ruth Hussey). Vidor examines Pulham's past in a series of flashbacks that reveal a youthful affair Harry had with an ambitious German immigrant, Marvin Myles (Hedy Lamaar) at a New York advertising agency. They prove incompatible, largely due to different class orientation and expectations: Marvin pursues her dynamic career in New York and Harry returns to the security of his Bostonian social establishment. In an act of desperate nostalgia, Pulham attempts to rekindle the relationship 20 years later, to no avail. His attempt at rebellion failed, Harry Pulham consciously submits to a life of conformity that falls short of freedom but offers self-respect and a modest contentment.