Alice forgives Joe for his outburst and the two start seeing each other again. It becomes harder to keep the affair secret and they are soon the subject of Warley gossip. Susan hears the truth and ends her relationship with Joe.

Joe and Alice decide to disappear to a seaside cottage for four days of illicit and perfect love. Alice is fearful about what the future holds for them both. Promises are made. Alice suppresses her fears – but a sense of tragedy hangs over them.

Upon their return, Joe discovers that his colleague, Charles, has been promoted above him. Charles warns Joe against pursuing a relationship with Alice, advising him that a messy court case and complicated divorce would end his career and social aspirations.

The next morning Joe composes a letter apologising to Susan and asking for her forgiveness. They meet, make love, and Susan says: "You won't need her now, will you Joe?" Joe is in an agony of indecision.

He gets a call from Susan's father: Meet me at the Conservative Club. Councillor Brown tries to pay Joe off as a test – leave my daughter alone and I'll set you up in your own business. Joe's class anger leads him to refuse. Brown reveals that his daughter is pregnant. By Joe. He offers Joe his daughter's hand and a place in his business – but only if Joe ends his relationship with Alice. Joe accepts the bargain.

Joe meets Alice and finishes it. She is devastated.

The next morning in the treasurer's office Joe goes into work and starts to write his resignation letter. However, Charles tells Joe he has terrible news . . .

Having qualified as an accountant in a German prisoner-of-war camp, Joe Lampton leaves working-class, industrial Dufton behind him and takes a job as senior audit clerk at the town hall in affluent Warley. Having secured lodgings at "T'top" – the poshest part of the town – he starts to make his mark on Warley society. Good at his job, Joe quickly shows his natural skill at climbing the career ladder up through the petty politics of local government. But he has two things on his mind – money and sex – and his ambitions go well beyond anything offered by civic life.

He embarks on a plan to marry into the prosperous middle classes by joining the local amateur dramatic society so as to meet a better class of woman. Seeing that Joe's working-class, chip-on-the-shoulder attitude is likely to get him into trouble, fellow thespian Alice Aisgill takes him under her wing. She is 10 years older than Joe, and urges him to date Susan Brown, daughter of the richest and most powerful man in Warley.

Alice is unhappily married to a rich local car dealer and is known in the am-dram society as something of a femme fatale. She watches as Joe succeeds in luring Susan away from her rich boyfriend, Jack Wales. But Joe's cold-blooded ambition and Alice's detached role as matchmaker are blown apart by something neither she nor Joe can control – their passion for each other.