Jan Stewart (Greer Garson) is the first female teacher at The Oaks, an exclusive boarding school for boys. Her assignment is fraught with obstacles, not least of which are her complicated, eccentric young students, many of whom have been written off by the school's headmaster (Richard Haydn). With the advice and help of lower schoolmaster Joe Hargrave (Robert Ryan) and phys ed teacher Ralph Munsey (James Arness), Stewart starts to address each boy's needs with maternal warmth. She must also navigate a romantic triangle between her, a student's Texas-oil-baron father (Barry Sullivan) and Hargrave.