Willie Starr, Mary Badham an unkempt girl, tells the story of her sister Alva to Tom, Jon Provost a boy whom she meets on the abandoned railroad tracks of Dodson, Mississippi, in the 1930s.
Her tale begins when a stranger, Owen Legate, arrives in the small town and makes his way to the Starr boarding house, where a loud birthday party is in progress for the landlady, Hazel "Mama" Starr, Kate Reid. 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. The men at the party, including a conductor named Mr. Johnson, eagerly await Alva Starr, Natalie Wood. When Alva finally appears, the men compete for her attention, including J.J. Nichols, Charles Bronson, Mama's boyfriend.
Alva and Owen meet in the kitchen, where she tells a story about a worker who danced with her 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 whence Owen has come. Later, Alva enters Owen's room on a false pretense and confides 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 close the uneconomical Dodson branch line and release several railroad employees. In the evening, Mr. Johnson is again waiting for Alva to get ready for their date, but she is avoiding it. She makes an excuse to bring him inside and then leads Owen into the garden to show him her father's red-headed scarecrow. Owen confronts Alva about her arrangement with Mama, which Alva denies. She runs back angrily to Mr. Johnson and invites everyone in the house to join her swimming in the nude. J.J. finds Alva alone and makes advances to her. He tells her that Owen has come to deliver layoffs to most of the town. The workers grow increasingly hostile toward Legate, but Owen and Alva eventually 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 by the men, Alva takes care of him, and they 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, Mama persuades Owen to believe that he has been deceived and that Alva was planning to go to Memphis all along. Mama, J.J., Alva, and Mr. Johnson celebrate their new arrangement. Drunk and angered, Alva confronts J.J. and forces 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 flees 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 reclaim Alva and involve her in a new scheme. She reveals to Owen that Alva had married J.J., but Owen is incredulous. Alva runs out into the rain, crying.
Willie finishes telling her story to Tom on the railroad tracks. Willie, who now wears her sister's clothes and jewelry, explains that Alva has died. Mama has left with a man and Willie lives alone in the abandoned boarding house.
