The film is a frame story in which an unkempt girl, Willie Starr, tells the story of her dead sister Alva to Tom, a boy whom she meets on the abandoned railroad tracks of Dodson, Mississippi in the 1930s. The viewer sees this story in flashback. A stranger, Owen Legate, arrives in the small town of Dodson and makes his way to the Starr Boarding House, where a loud birthday party is in progress for the landlady, Mrs. "Mama" Starr. He meets Willie, the youngest daughter of the house, and rents a room for the week, while remaining mysterious about his motives for being in town. It soon emerges that the eldest daughter, Alva, is the "main attraction" at the party. Mr. Johnson, the oldest and richest railroad station worker, is eagerly awaiting her arrival. When Alva finally appears, many men greet her and try to attract her attention or to dance with her, including Mama's boyfriend J.J.. Alva and Owen first meet in the kitchen, where the girl tells a fanciful story about one of the workers taking her dancing at the Peabody Hotel in Memphis. Willie is entranced, but Owen suspects that the story is fictitious. It becomes obvious that Alva is eager to leave Dodson and dreams of going to New Orleans, from where Owen has come. Later, Alva enters Owen's room on a false pretense and begins confiding in him. He discourages her, suggesting that she is no more than a prostitute, and she leaves in tears. Mama explains to Alva that she must be kind to Mr. Johnson, who has promised to look after her. The next day, Willie, who is skipping Vacation Bible School, sees Owen on his way to work. The purpose of Owen's visit to Dodson is to lay off several railroad employees as a result of cutbacks made necessary by the Depression. In the evening, Mr. Johnson is waiting again for Alva to get ready for their date, but she is avoiding it. She makes an excuse to get him to go inside, then leads Owen into the garden to show him her father's red-headed scarecrow. Owen confronts Alva about her arrangement with Mama, to which Alva will neither admit nor face. She runs back angrily to Mr. Johnson and invites everyone in the house to go skinny-dipping. J.J. manages to get Alva alone and comes on to her. He tells her Owen has come to lay off most of the town. The workers grow increasingly hostile toward Legate, but Owen and Alva become closer. They visit an abandoned train car decorated by Alva's father and Alva talks once again of her dream to leave the town. When Owen is beaten up by the laid-off men, Alva takes care of him and the two spend the night together. Meanwhile, Mama has arranged for the family to accompany Mr. Johnson to Memphis, where he will take care of them. She will not let Alva go to New Orleans with Owen. When Alva protests, she persuades Owen to believe he has been deceived and that Alva was planning to go to Memphis all along. Mama, J.J., Alva and Mr. Johnson go out to celebrate their new arrangement. Drunk and angered, Alva confronts J.J. and gets him to admit that he stays with Mrs. Starr to be with her. That night, Alva marries J.J., but the next morning she steals his money and their marriage license and runs away to New Orleans. In New Orleans, Alva eventually finds Owen, and they share happy days together. When Owen is offered a job in Chicago, he proposes marriage to Alva and sends for Willie. But one day, the two come home to find Mama, who wants to take Alva back and involve her in some new scheme. She reveals to Owen that Alva had married J.J., something that Owen finds hard to believe. Alva runs out into the rain, crying. The film cuts back to Willie and Tom on the railroad tracks. Willie, who now wears her sister's clothes and jewelry, explains that Alva died of the "lung affliction" to which several allusions had been made earlier in the film. Mama has gone away with some man and Willie lives on her own in the abandoned boarding house.
