Former college classmates Martha Dobie (Shirley MacLaine) and Karen Wright (Audrey Hepburn) open a private school for girls. Martha's Aunt Lily (Miriam Hopkins), an aging actress, lives and teaches elocution at the school. After an engagement of two years to Joe Cardin (James Garner), a reputable obstetrician, Karen finally agrees to set a wedding date. Joe is related to the influential Amelia Tilford (Fay Bainter), whose granddaughter Mary (Karen Balkin) is a student at the school. Mary is a spoiled, conniving child who bullying her classmates, particularly Rosalie Wells (Veronica Cartwright), whom she blackmails when she discovers her in possession of a student's missing bracelet.