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Billy Priest, a proud Confederate Civil War veteran, serves the community in his rural home town as district judge in 1890’s Kentucky with common sense and humanity. Priest’s deals with everyone from the Daughters of the Confedracy to former slaves with humor and the same lack of pretension. His sister-in-law objects to his nephew Jerome’s interest in Ellie May Gillespie, a pretty young girl whose pedigree is unclear. When the mysterious loner Bob Gillis becomes involved in a stabbing incident involving the honor of Ellie May, Priest is asked by a rival to recuse himself from presiding at the trial.

Abandoning artistic ambitions, sensitive and club-footed Philip Carey enrolls in medical school and falls in love with illiterate waitress Mildred Rogers. She rejects him, runs off with a salesman and returns unmarried and pregnant. Philip gets her an apartment and they become engaged. Mildred runs off with another medical student. Philip takes her back again when she returns with her baby. She wrecks his apartment and burns the securities he needs to pay tuition. He gets a job as a salesman, has surgery on his foot, receives an inheritance, and returns to school where he learns Mildred is dying.