Joanne Woodward stars a Rachel, a timid and sexually frustrated 35-year old schoolteacher who's desperate for a change in her life; a summer fling throws her emotions into chaos. A slow, quiet film about ordinary sadness and triumph; the movie requires a star turn from Woodward to pull it off, and gets it.

Paul Newman directs this at times great film about an old spinster school teacher who lives above a funeral parlor with her elderly mother. Well, the terms "old" and "spinster" are relative as she's only 35 years old. She does, however, conduct herself in the manner of a senior citizen. She tells her fellow school teacher Calla Mackie (Estelle Parsons), "I'm at the exact halfway point of life. After this year, I'm no longer ascending, I'm descending... into the grave". Very morbid thoughts, but she comes by them naturally though, as her father was a mortician and she grew up with some frankly traumatizing deaths being paraded before her eyes (not to mention the teasing she suffered at the hands of her peers because of her father's gruesome career). It's a sad life of a woman nearing 40. Joanne Woodward plays Rachel as a sort of updated version of "Marty", only she's stuck in the midwest with no visible hope of escape. Worse, it's the height of the sexual revolution, and spinster Rachel spends her saturday nights making sandwiches for her mother's bridge games. It's enough to give one an unstable mentality, and Rachel's head is filled with frequent morbid fantasies. When a childhood friend comes back to town, he openly admits to looking for "a little action". Instead of recoiling from his lewd sexual advances, she plays coy yet intrigued by his attempts to lure her away from her security blanket. Unlike Marty, Rachel doesn't seem to suffer from any great self-loathing, she's just resigned to the fact that life has ceased to grow for her, and that she's stuck until the day she dies. Director Newman displays a great talent behind the camera and Joanne Woodward gives one of her greatest performances as the emotionally charged Rachel. If it was incongruous at the time of the sexual revolution, this coming-of-age-past-your-prime melodrama has grown to be appreciated whereas other films from that era might seem dated and corny by today's standards.