Kyle arranges a hotel room for the evening's stay, while the virtuous Mitch, who also has an interest in Lucy, sarcastically jokes about Kyle's never-ending, extravagant purchases: "Kyle's probably arranging to buy you the hotel, a stretch of the beach and a slice of the Gulf Stream." Lucy is truly charmed by the oil baron's whirlwind, "hooky-playing" ways and his millions, but admits instead that she loves him:

Lucy: Nothing like this has ever happened to me before. It's an adventure. It's exciting.
Mitch: Are you looking for laughs? Or are you soul-searching?
Lucy: The latter, I guess. I think I'm beginning to know Kyle - and to like him.
Mitch: Well, in that case, I'm glad. [His hurt demeanor belies his words.]

Their expensive Miami Beach hotel is adorned with pinkish-red hallways, and "Miss Moore's suite" has a large sitting room overflowing with flowers and a chilled bottle of champagne, and an inner bedroom overlooking the moonlit ocean. Kyle asks Lucy: "What's not to like, huh?" The bedroom dresser drawer is well-stocked with glistening party handbags and the closet has an assortment of hats and designer dresses. Mitch's reflection in the mirror separates Kyle and Lucy as he shows her other drawers full of accoutrements. In the bluish light of the outside porch, Lucy is stunned by the abundance of wealth.

In their shared room across the hall, Kyle is assured that he has "floored" Lucy, while Mitch is astonished that he "had Lucy figured wrong...I figured she'd be different than all the rest...If she were, she'd have spit right in your eye." Upon Kyle's return an hour later to Lucy's room, he learns that she has already vacated and taken a taxi to the airport. In the film's most telling line of dialogue, Kyle discovers Lucy's character:

Lucy, you decent? Lucy, are you dec---? (reflectively musing to himself) I guess she was.

Kyle intercepts Lucy's American Airlines departure to New York from the Miami airport, boards her plane, and begs her to take a later flight so that he can talk further with her. In the coffee room, she explains her hasty retreat: "I took a sudden dislike to the suite...Oh, it was beautiful at first glance. Then I thought how ugly it would be - in the morning." Kyle sheepishly admits his manipulative ploy to buy her love and to "have fun" (a 50's euphemism for having sex) with her: "Guilty as charged."

Lucy: I was tempted.
Kyle: Was it easy to overcome?
Lucy: Yes, you made it easy.
Kyle: How, by throwing my money at you?
Lucy: No. No, it wasn't that?
Kyle: What, then?
Lucy: It was the ride. 'Up in the blue' as you call it.
Kyle: Talked too much, didn't I?
Lucy: No. It was good talk. Only something happened to me, something as unexpected as the things you told me. I tried to tell myself it was, I don't know, sympathy, compassion. But it was more.

In the terminal building, Kyle sincerely apologizes ("I'm...sorrier than I've ever been in my whole sorry life"). He proposes starting all over again with her, reversing the day's clock, and showing greater respect for her conservative values and domestic wishes. He suggests a return to New York:

Not to play, but to work, to behave like, like Tom, Dick, and Harry. I-I'd ask you for dates, take you to lunches, to the movies. I'd be happy with a good night kiss. I'd think seriously about all the things I used to laugh at, like having a wife and a home and kids. Right now, there's one thing you don't have to suppose. I'm in love with you. So much so that I want to marry you.

The scene ends on their clench and kiss, and a dissolve to Mitch's Miami hotel room the next morning, where he has been left. Jack Williams (William Schallert) of the Miami Press informs him of the impulsive wedding of Lucy Moore to Kyle Hadley. Mitch, with his romantic torch still burning for Lucy, is disgusted with the revelation that his playboy friend has married such "a beautiful lady."

The next evening in the Miami hotel, in the middle of the night, Lucy awakens next to Kyle, picks his head off his pillow, and notices a small, pearl-handled pistol hidden under there. Brass instruments emphatically underline the discovery [of Kyle's secretively-hidden phallic symbol on her honeymoon night].

Hadley, Texas (5 weeks later)

Mitch drives a company car (with H logo on the door) up to the front of the towering Hadley Building in the small Texas town. With a pencil over his ear, a baseball cap, and a rolled up geological map, Mitch enters the office of Jasper Hadley (Robert Keith), to discuss a new oil drilling project. Five weeks after the wedding, the tabloids are reporting that Kyle and Lucy are still vacationing in Acapulco. In contrast, Mitch is a confirmed bachelor, and has only a platonic interest in Kyle's sister Marylee:

Jasper: It's about time you got hitched, isn't it?
Mitch: No, I-I have trouble enough finding oil.
Jasper: I sure wish you felt different about Marylee.
Mitch: We grew up together, like brother and sister. I just can't see it any other way.
Jasper: Yeah. It's a shame, though, in a way. It's a real shame.

[Hudson's disinterested response is now viewed as ironic, given his revealed homosexuality later in life.]

The newlyweds arrive home, and Jasper warmly greets his new daughter-in-law and has a one-on-one talk with her. Through Mitch's counsel (that Jasper trusts), he doesn't regard Lucy as a "gold-digger." She asks her father-in-law to "give Kyle a chance. You may have to change your opinion of him." Kyle has sobered up since being married, but he still has many feelings of inferiority and inadequacy, brought on by constant comparisons to Mitch, and by his imbibing. Lucy explains that she has had a reforming influence:

I know all about his anxieties and fears. You can forget about the pistol. Kyle threw it in the ocean.

Mitch receives a tip-off phone call from Dan Willis (Robert J. Wilke), the proprietor/bartender of The Cove, a dive bar on the other side of town, where Marylee (in a tawdry, garish reddish-pink dress with the front zippered open, and pink gloves) is sharing a booth and drinks with a lower-class gentleman Roy Carter (John Larch). She is a bored, spoiled nymphomaniac with a reputation, who frequently propositions men. Kyle and Mitch drive up outside, park next to Marylee's bright-red convertible sportscar, and threaten Carter to stay away. Kyle engages in a losing fistfight (later described as "on the wrong end of every punch") with Carter, while Marylee enjoys watching her chivalrous defense by her brawling brother from afar. She is pleased when her "Sir Galahad" Mitch beats Carter unconscious:

You do care about me, don't you?

Hot-headed Kyle threatens to kill Carter with a gun, but Mitch persuades him to temporarily "forget it."

Marylee waits outdoors in her car for Mitch to appear, to drive him back to town. During the ride (with obvious rear projection behind them), she is nostalgic about their "old haunt" by the river where they used to be happy as children ("Our own private world - mine and yours, and Kyle's") before the onset of adult pain. She blames her own personal anguish, implacable needs and longing, lack of fulfillment, self-pity, and sexual despair on his rejection and her unrequited love:

Marylee: Then you grew up and left me, you and Kyle, the rover boys. I guess that's why I hate him so, for taking you away from me. I love you, Mitch. I'm desperate for you. So desperate, I run to the likes of Roy Carter.
Mitch: All right, blame me.
Marylee: I'm not talking about blame. About love. Do you love me, Mitch?
Mitch: Like a brother.
Marylee: I don't want you as a brother.
Mitch: Can't be any other way, Marylee. Don't, please don't waste your life waiting for me.
Marylee: I'll wait, and I'll have you - marriage or no marriage.

When Marylee first meets her very proper sister-in-law Lucy, she warns that she isn't happy about a bride in the family: "I'm allergic to politeness." She makes the inevitable comparison between her self-hating, problematic brother and the manly Mitch - comparisons that have forever doomed Kyle to decaying feelings of inadequacy:

Oh, there's a man for you - or for me, rather. Kyle starts something. Mitch finishes it for him. Kyle falls on his face. Mitch picks him up. Kyle steals. Mitch takes the blame. And there you have the secret story of Kyle Hadley and his electric personality.

They both trade barbs with each other. Lucy claims to be brushing Marylee out of her hair, and Marylee calls the unsuspecting Lucy "still wet behind the ears" in her naive, doomed-to-fail marriage to Kyle.

After Kyle's marriage, Mitch becomes brooding ("got a bellyfull of the Hadleys") about his concealed attraction to Lucy - now snatched away and married. Returning home after a hunting excursion with his father Hoak Wayne (Harry Shannon), he carries a double-barreled shotgun [in comparison to Kyle' small pistol!]. He confides in his father that he is contemplating quitting Hadley Oil, moving away from Texas to Iran, and working for Trans American Oil, because of his conflicted feelings about being in love with Kyle's wife, but having to suppress them:

I'm in love with a woman that happens to be Kyle's wife...Strictly one-sided.

Marylee revisits the river - barefooted and nostalgically-tormented about a vow of undying love from Mitch as a child. [The obviously-artificial interior set appropriately mirrors her self-delusional love for him.] In a well-played, poignant and wordless scene, she hears, in over-dub, the competitive threesome of Mitch (Robert Winans), Kyle (Robert Lyden) and herself (Susan Odin) conversing as younger children:

Young Kyle: Bet you can't throw that far, Mitch.
Young Marylee: Mitch can do everything better than you, Kyle.
Young Kyle: Shut up, Marylee.
Young Marylee: Throw it, Mitch. You made it, Mitch!
Young Kyle: Last one across is a rotten egg. (Splashing sounds)
Young Mitch: Hey, what's that purple stuff on your lips?
Young Marylee: Mulberry juice. Looks like lipstick, doesn't it?
Young Mitch: Yeah, sure does.
Young Marylee: Mitch? Am I beautiful?
Young Mitch: Uh-huh.
Young Marylee: Do you love me?
Young Mitch: Sure, you're my girl.
Young Marylee: When we grow up, you'll marry me, won't you, Mitch? I love you so much.

She turns around and glances at a carved heart on the tree, with the initials MH and MW. She falls against the trunk, sobbing and lusting for Mitch to propose marriage.