Eric Stanton (Andrews), a down-on-his-luck drifter, gets pulled off a bus in the hamlet of Walton because he does not have the $2.25 extra fare to take him to San Francisco. He finds a greasy spoon called Pop's Eats, where Pop (Percy Kilbride) is worried about waitress Stella because she has not shown up for work for days. Ex-New York cop Mark Judd (Bickford) tells him not to worry. Sure enough, the sultry Stella (Darnell) soon returns. Stanton (like the others) is attracted to her, but she is unimpressed by his smooth talk and poverty.