Rachel Cameron (Woodward) is a 35-year-old spinster schoolteacher still living with her mother in her small Connecticut hometown, above the mortuary that was her late father's business. Rachel is trapped in her tiny, closed-off world, and she fantasizes of escape. Eventually a means of escape offers itself in the form of Nick Kazlik (James Olson), a childhood acquaintance who has come back to town to visit his parents.
Newman's directorial debut, the film received Academy Award nominations for Best Picture, Actress (Woodward), Supporting Actress (Estelle Parsons, as Rachel's friend Calla), and Adapted Screenplay (Stewart Stern). Newman and Woodward's daughter Nell Newman, here billed as Nell Potts, plays young Rachel in the flashback scenes.
- Adaptational Location Change: From Manitoba (novel) to Connecticut (film).
- Age Cut: Done multiple times with Rachel when cutting back and forth from the present day to the flashbacks of her childhood.
- all lowercase letters: The opening and closing credits are both done this way.
- And Starring: Geraldine Fitzgerald, an A-lister in The '30s and The '40s, here has a small part as Rev. Wood. She is given a "Guest Star" credit in the closing credits.
- Babies Ever After: In the final scene, as Rachel's Inner Monologue muses about living her life and possibly having children, there's what seems to be a Flash Forward to Rachel and her son on the beach. "Seems to be" because Rachel's face isn't shown.
- Blood from the Mouth: Seen from Rachel in one of her Imagine Spots when she imagines jumping to her death.
- Creepy Mortician: Actually, Rachel's father wasn't all that creepy, as he is portrayed in flashbacks. But Rachel is, being somewhat unhealthily obsessed with her father's job, going so far as to get a flower and crawl into a coffin and close it, while her father is prepping a dead child for burial.
- Everybody Smokes: Rachel is smoking in her hospital bed after surgery to remove her cyst.
- Having a Gay Old Time: "Do you think we spent all of our time getting laid and doing gay Slavic dances?"
- I Just Want to Be Free: The main theme. Rachel wants to get out of her tiny little town and out from under her mother's thumb and live her own life.
- Imagine Spot: Many, expressing the emotions that Rachel is suppressing. In one scene where her mother is being particularly irritating, Rachel imagines force-feeding her a handful of sleeping pills.
- Incompatible Orientation: Rachel's best friend and fellow schoolteacher Calla finds this out when, after an emotional moment at a religious revival meeting, she kisses Rachel square on the mouth. Rachel recoils and keeps her distance from Calla for a while, but they reconcile by the end.
- Inner Monologue: Repeatedly throughout the film, as Rachel's inner thoughts express her dissatisfaction with life as well as her fear of change.
- Maiden Aunt: Rachel the 35-year-old virgin is on the verge of becoming this, and it terrifies her.
- My Beloved Smother: Rachel's mother May, who regards her as a servant and tries to control her. May stays up and reproaches Rachel after Rachel has an all-too-rare night out, and May flips her lid when she discovers a crude birth control device amongst Rachel's things. (Despite the fact that it used to be May's.)
- No Guy Wants to Be Chased: Nick pursues Rachel vigorously. But when she says she loves him and talks about wanting children, he pretends to be married, and splits.
- Time-Shifted Actor: Done with Flashback Rachel, as noted above, and also with the character of Nick in one scene where Young Rachel meets Young Nick as her father is taking Nick's brother away to be buried.
- Toplessness from the Back: Seen from Joanne Woodward when she sits up in bed with Nick.
- Whip Pan: Used for a shot of the old ladies sitting around May's table playing cards, likely to symbolized how Rachel feels trapped.