Philip Carey (Laurence Harvey) is a medical student whose one real obsession is Mildred Rogers (Kim Novak). Though Mildred is nothing more than a cockney waitress with high aspirations, he becomes totally besotted with her tawdry charms. She leads him on with quick kisses and coy smiles, but Mildred is a woman of alluring contradictions, as capable of deception as she's capable of delight. Philip soon finds himself caught in her web, even though his uncontrollable fascination may cost him his friends, the women who love him and his career as a doctor.