A middle class man (Alan Bates) who aspires to climb up the social ladder enlists the help of an upper class man (Denholm Elliott) down on his luck and will use any means, including murder, to get what he wants. The highlight of the first half of the film is the interplay between Alan Bates and Denholm Elliott as they both use each other. The second half is darker as gets more obsessive and extreme in his methods.