Teresa is a spirited young girl chafing under the oppressive attitudes of 1930s society, and her father in particular. She fancies her poverty-stricken Latin tutor Johnathan Crow, without realising he merely considers her a pleasant diversion and nothing more, and eventually follows him from Sydney to London. En route she meets the gentle banker James Quick. Whilst navigating her relationships in London, including with a political poet bound for the Spanish Civil War, she experiences a transformation in her understanding of love. Based upon Christina Stead's best-selling Australian novel.

Filmed in the Clare Valley, Gladstone and the Flinders Ranges in South Australia, this prison movie was inspired by the true life prison riot at Bathurst Jail in 1974 and its subsequent Royal Commission into New South Wales Prisons.