There's a box social coming up, and Curly (Gordon MacRae) asks Laurey (Shirley Jones) if she'll be his date. Trouble is, Laurey thinks he's waited too long, and in a fit of pique accepts an offer from the boorish Jud (Rod Steiger) instead. Meanwhile, Laurey's friend Ado Annie (Gloria Grahame) is also torn between two men: a cowboy named Will (Gene Nelson) and a foreign peddler, Ali Hakim (Eddie Albert). Both women struggle to know their own hearts before it's too late.