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Plot summary

What a Way to Go! (1964) Plot Summary & Timeline

What a Way to Go! (1964) movie poster

What a Way to Go! is a 1964 comedy and romance film directed by J. Lee Thompson and William Corcoran, running 1 hour 51 minutes. This page retells the whole story in 839 words (about 4 minutes to read) and covers 15 key events in order, 8 characters, where and when it is set and 3 themes. Looking for the cast, ratings and where to stream it? See the movie page for What a Way to Go!.

to read the plot summary
4 min
key events in the timeline
15
characters profiled
8
themes explained
3
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What a Way to Go! (1964) movie poster
Released
Runtime
1h 51m
Genres
Comedy, Romance
Original language
English
No spoilers

What Is What a Way to Go! About?

The premise of What a Way to Go! in 290 words, with nothing given away. The full story follows below.

In a swirl of pastel‑toned opulence, Louisa May Foster narrates the odd arc of her life to a skeptical psychiatrist, offering a wry recount of how each of her four marriages has spiraled from ordinary romance to staggering wealth—and then, inexplicably, to loss. The film frames her story as a series of glossy vignettes, each one a bright‑colored tableau that hints at the absurdity of a world where love and money are in constant, uneasy dialogue. From modest beginnings to glittering mansions, her experiences become a satirical canvas on which the pursuit of affluence is both celebrated and gently mocked.

The setting is a stylized, almost fantastical version of mid‑century America, where pink staircases and towering skyscrapers coexist with humble farmsteads and bohemian ateliers. The tone blends breezy comedy with a melancholy undercurrent, inviting the audience to smile at the extravagance while feeling the subtle ache that lingers behind every lavish party and elegant soirée. Visuals are saturated and deliberately theatrical, reinforcing the sense that the story is as much about the spectacle of wealth as it is about the human heart trying to find its rhythm within it.

Through her reflections, the film explores how each husband’s ambition reshapes their shared world, turning ordinary moments into extravagant escapades and, in turn, casting long shadows over their intimacy. Dr. Stephanson, the psychiatrist who listens, serves as a foil to Louisa’s flamboyant recollections, grounding the narrative with a sober, if occasionally bemused, perspective. Together they thread a narrative that balances humor with a gentle inquiry: what does it mean to seek happiness when the trappings of success keep changing the very ground beneath your feet? The result is a captivating, bittersweet meditation on love, luck, and the ever‑spinning wheel of fortune.

Full plot

What Happens in What a Way to Go!?

The complete story of What a Way to Go!, from the first scene to the last, in 839 words (about 4 minutes). Spoilers throughout. Names in the text link to 3 cast member pages.

Spoilers ahead

Louisa May Foster, a black-clad widow, descends a pink staircase inside a pink mansion in a dream-like pre-credit sequence. She is followed by pallbearers carrying a pink coffin, which slips and drops as it slides down the stairs. Louisa clings to a desperate plan: to give her wealth—$211 million—to the U.S. government, a gesture the Internal Revenue Service initially treats as an April Fools’ joke. As she sobs to her unstable psychiatrist, Dr. Stephanson, Louisa’s memories unfold through a cascade of flashbacks and fantasy sequences, inviting the viewer to piece together the unusual chain of marriages and fortunes that have shaped her life.

Her story begins in Ohio, where a young Louisa grows up under the influence of a money-driven mother, Mrs. Foster. The pressure from her mother pushes Louisa toward conventional wealth, yet she defies the plan by marrying Edgar Hopper, a poor shop owner who embraces a simple, Thoreauvian ideal. The couple finds happiness in simplicity, but their humility becomes a target when the jilted Leonard Crawley—an ambitious local businessman—returns to humiliate Edgar and threaten their modest dream. Leonard’s scheming, coupled with Edgar’s relentless work ethic, drives Edgar to achieve astonishing success at the expense of the relationship, and his hard-won triumph ultimately darkens Louisa’s world with grief.

Louisa’s next chapter unfolds in Paris, where she encounters Larry Flint, an impoverished artist whose life embodies a wild, bohemian spirit. They marry and inhabit a luminous, artistic romance, living amid a playful, dreamlike atmosphere. Larry invents a crane-like machine that translates eclectic sounds into paint strokes on canvas, a concept that propels him toward fame. When Louisa triggers a moment of artistic magic by playing classical music, a painting emerges that becomes Larry’s first major sale. As his fame grows, Larry constructs larger cranes and continues to create, but one night two wayward cranes—uncontrolled and stubborn—turn on him, beating him to death. The tragedy leaves Louisa not only bereaved but increasingly isolated in a world of wealth that does not bring happiness.

Back in the United States, Louisa’s fortune climbs even higher, yet her heart remains unsettled. In a chance encounter, Rod Anderson Jr., a coldly calculating business magnate, offers her a ride on his private jet after a missed flight. The journey reveals a gentler side to him, and the two eventually marry, settling into a luxurious Manhattan penthouse. Despite Rod’s wealth, Louisa fears losing him, so the couple retreats to a simpler life on a rural farm reminiscent of Rod’s childhood. A drunken moment on the farm ends in tragedy when Rod, trying to milk a bull, is knocked from the barn wall, and Louisa becomes a widow once again.

Wealth returns Louisa to newfound freedom as she roams the country, her mood oscillating between despair and possibility. In a small-town café she meets Pinky Benson, a former nightly clown who has spent over a decade entertaining patrons. They fall in love, and their life shifts to a humble, close-knit existence aboard Pinky’s weathered houseboat on the Hudson River. Pinky’s uncomplicated joy and partnership offer Louisa a rare sense of belonging, but fame eventually lures Pinky away from their quiet life. He sheds his clown persona to become a Hollywood star, and the mansion they share is painted pink to mark his success. At his film premiere, Pinky ignores warnings and greets an excitable crowd, only to be trampled to death by the frenzy that follows.

After these revelations, Dr. Stephanson returns as a potential suitor, promising to give Louisa the simple, steady life she claims to want. Yet a mishap occurs when the psychiatric couch rises and knocks him unconscious, leaving Louisa on the edge of the chair and facing an unexpected moment of truth. The janitor helps her down, and she discovers that the man she believed could provide stability is actually Leonard Crawley—the very figure who once felt the sting of her husbands’ failures and who, in a twist, now claims to be content with a life rooted in simplicity.

Louisa and Leonard rehearse a bucolic, farm-based existence with their four children, a quieter verdict to the rollercoaster of her past. As Leonard plows a field, he reads Thoreau and unexpectedly appears to strike oil—the implication is ambiguous, but the oil company soon clarifies that the spur of fortune came from a punctured pipeline while Leonard toils. The surviving couple embraces a modest, dirt-poor lifestyle that they still find happiness in, exemplifying a life that’s not defined by wealth but by the relationships that endure through it all.

In the end, the story folds back into the dreamlike frame of the opening confession, a meditation on desire, luck, and the cyclical nature of fulfilled and unfulfilled dreams. The portrait of Louisa’s journey—from humble beginnings to spectacular wealth and back again to a simple, albeit precarious, happiness—feels both unusual and intimate. Across marriages, love, ambition, and loss, the narrative preserves a quiet, reflective cadence, inviting viewers to reflect on what true contentment might resemble when it is stripped of glitter and reimagined through memory.

Timeline

What a Way to Go! Timeline: Every Key Event in Order

15 key events in the order they happen, from “Dream opening on the pink staircase” to “Oil strike and pipeline reveal”. 15 events name a place, across 12 locations.

  1. 1

    Dream opening on the pink staircase

    In a dream-like pre-credit sequence, Louisa, cloaked in black, descends a pink staircase inside a pink mansion while pallbearers carry a matching pink coffin. The coffin slips and slides down the stairs, setting a surreal, fate-filled tone for what follows. The imagery hints at wealth, loss, and unreality that will haunt her life.

    When:Pre-credit sequence Where:Pink mansion staircase

  2. 2

    Louisa confronts a $211 million gift

    Louisa reveals her intent to give $211 million to the U.S. government, a move that shocks everyone, especially when the IRS treats it as an April Fools' joke. She explains her motive with emotion and resolve, challenging the idea that money can buy happiness. The moment launches a frame of flashbacks and fantasies that punctuate her life.

    When:Present day Where:IRS building

  3. 3

    Childhood in a small Ohio town

    Louisa recalls a bright, idealistic childhood in a small town in Ohio. Her mother urges her to marry the rich Leonard Crawley, while Louisa longs for independence and a simpler truth. These memories seed the recurring tension between wealth, status, and happiness.

    When:Childhood Where:Small town in Ohio

  4. 4

    Pressure to marry vs. Louisa's choice

    Louisa is pushed toward a lucrative marriage by her money-minded mother, but she resists and seeks a different path. This moment introduces Leonard Crawley as a looming force who will later challenge her relationships. The scene foreshadows the pattern of wealth, ambition, and disillusionment that follows.

    When:Early adulthood Where:Ohio

  5. 5

    Marriage to Edgar Hopper and rise of Crawley critique

    Louisa marries Edgar Hopper, choosing a simple life over opulence. The couple is happy and penniless until Leonard Crawley arrives, ridiculing their rustic lifestyle and igniting Edgar's appetite for success. Leonard's critique sets in motion a sequence of choices that will unravel Louisa's happiness.

    When:Early/mid adulthood Where:Ohio

  6. 6

    Paris meet-cute with Larry Flint

    Grieving and seeking change, Louisa travels to Paris where she meets Larry Flint, a poor but inventive avant-garde artist. They fall in love and marry, embracing a picturesque bohemian life. The union marks a shift from poverty to a glittering, precarious cultural world.

    When:After Edgar Where:Paris

  7. 7

    Larry's crane invention and early success

    Larry invents a crane-like machine that translates eclectic sounds into paint strokes, leading to his first major art sale. Louisa's growing wealth coincides with increasingly high-profile artistic ventures. The couple basks in creative triumph and social prominence.

    When:Rising career Where:Paris studio

  8. 8

    Larry dies at the cranes' hands

    One night, two petulant cranes turn on their creator and beat him to death, a surreal tragedy that abruptly ends Louisa's Parisian idyll. The loss reinforces the fragility of genius and the volatility of her happiness. Louisa is left adrift once more, facing wealth without companionship.

    When:Night Where:Paris studio

  9. 9

    Louisa meets Rod Anderson Jr.; Manhattan life

    Now wealthier and more world-weary, Louisa meets Rod Anderson Jr. on a private-jet ride back to the U.S. and they marry, moving into a luxurious Manhattan penthouse. For a time she imagines a simple, quiet life, then they retire to a small farm that echoes Rod's childhood.

    When:After Paris Where:Manhattan; flight to U.S.

  10. 10

    Rod's fatal barn accident

    While spending time on a small farm, an inebriated Rod attempts to milk a bull and is knocked through a barn wall, leaving Louisa widowed again. The tragedy pushes her further toward a lonely, wanderer’s orbit, yet she persists through wealth and loss.

    When:Present Where:Small farm

Show the other 5 events of What a Way to Go!
  1. 11

    Louisa and Pinky Benson find love and a river life

    Louisa encounters Pinky Benson, a nightly clown performer who for years has entertained locals. They fall in love and live aboard Pinky's run-down Hudson River houseboat, enjoying a sheltered, eccentric romance that feels almost timeless.

    When:Post-Rod Where:Hudson River; small-town cafe

  2. 12

    Pinky's rise to fame and hollow triumph

    Without his clown makeup, Pinky reveals a natural musical talent and becomes a Hollywood star. His fame leads to a pink mansion and a grand ego that isolates him from Louisa. At his film premiere, crowds frenzy and trample him, ending their idyll in tragedy.

    When:Early stardom Where:Hollywood

  3. 13

    Dr. Stephanson's proposal and the Crawley reveal

    Dr. Stephanson, presenting himself as the simple man she desires, proposes marriage. During a session, he accidentally triggers the movable psychiatric couch, leaving Louisa suspended and frightened. The janitor reveals himself to be Leonard Crawley, returned from ruin, who claims happiness lies in simplicity with Louisa.

    When:Present Where:Psychiatric clinic

  4. 14

    Louisa and Leonard's bucolic farm life

    Louisa and Leonard marry and settle on a quiet farm with four children. Leonard insists that happiness comes from a simple life and references Thoreau as inspiration. The final image is of a blessed, unassuming domesticity after decades of upheaval.

    When:Present Where:Farm

  5. 15

    Oil strike and pipeline reveal

    While plowing, Leonard apparently strikes oil, a moment that seems to seal their fortune. Oil company representatives arrive and reveal Leonard's strike punctured their pipeline, muting the wealth. They remain dirt-poor, but find contentment in their pared-down, simple life.

    When:Present Where:Farm

Characters

Who Are the Main Characters in What a Way to Go!?

8 characters, among them Louisa May Foster (Shirley MacLaine), Larry Flint (Paul Newman) and Edgar Hopper (Dick Van Dyke): who each one is and the part they play in the story. Every profile links to the actor’s page.

  • Shirley MacLaine as Louisa May Foster (Shirley MacLaine) in What a Way to Go!

    Louisa May Foster (Shirley MacLaine)

    Played by Shirley MacLaine

    Louisa is a determined widow who pursues wealth and security through successive marriages. Her idealism clashes with practicality as she navigates love, money, and dependence, making her the central lens through which the film critiques wealth and happiness.

    • 💼 Wealth
    • 💔 Romantic
    • 🎭 Complex
  • Paul Newman as Larry Flint (Paul Newman) in What a Way to Go!

    Larry Flint (Paul Newman)

    Played by Paul Newman

    An impoverished bohemian artist who invents a crane that translates sounds into paintings. He rises to fame but becomes consumed by success and neglects Louisa, ending his life when his own machines turn against him.

    • 🎨 Artist
    • 💰 Wealth
    • 💔 Love
  • Dick Van Dyke as Edgar Hopper (Dick Van Dyke) in What a Way to Go!

    Edgar Hopper (Dick Van Dyke)

    Played by Dick Van Dyke

    A poor shop owner who dreams of a simple life inspired by Thoreau. He achieves success but is neglected by Louisa and dies from overwork, illustrating the personal cost of ambition.

    • 💼 Entrepreneur
    • 🧭 Idealism
    • 💔 Heartbreak
  • Dean Martin as Leonard Crawley (Dean Martin) in What a Way to Go!

    Leonard Crawley (Dean Martin)

    Played by Dean Martin

    A sharp, money-minded former suitor who loses his wealth after Edgar Hopper’s ascent and later seeks happiness in a simpler life with Louisa. He embodies the instability and lure of wealth.

    • 💰 Wealth
    • 🧭 Stability
    • 👥 Family
  • MF

    Mrs. Foster (Margaret Dumont)

    Played by Margaret Dumont

    Louisa's materialistic mother who pushes her toward marriage for money, anchoring the early pressures of social climbing and the film’s satire of ambition.

    • 💸 Materialism
    • 👩‍👧 Family
    • 🗝️ Influence
  • Gene Kelly as Pinky Benson (Gene Kelly) in What a Way to Go!

    Pinky Benson (Gene Kelly)

    Played by Gene Kelly

    A former clown whose act evolves into Hollywood fame. He grows arrogant and neglects Louisa, painting his mansion pink and meeting a tragic end at his premiere.

    • 🎤 Entertainer
    • 💫 Fame
    • ❤️ Romance
  • Robert Mitchum as Rod Anderson Jr. (Robert Mitchum) in What a Way to Go!

    Rod Anderson Jr. (Robert Mitchum)

    Played by Robert Mitchum

    A cold but softhearted business tycoon who marries Louisa and enjoys luxury before retiring to a farm out of fear of losing her. He dies when a bull kicks him, leaving Louisa widowed again.

    • 💼 Tycoon
    • 🏡 Domestic life
    • 💔 Loss
  • DV

    Dr. Victor Stephanson (Robert Cummings)

    Played by Robert Cummings

    Louisa's psychiatrist who offers a proposal of simple, steady life. He meets an accident during therapy, highlighting Louisa’s ongoing pattern of choosing uncertain paths over security.

    • 🧠 Psychiatrist
    • 💖 Obsession
    • 🧭 Guidance
Setting

Where and When Is What a Way to Go! Set?

What a Way to Go! is set in Ohio, Paris, Manhattan, Hudson River and Farm. Here is why the place matters to the story.

Where

Ohio, Paris, Manhattan, Hudson River, Farm

The film moves from a small-town Ohio upbringing to bohemian Paris, then to a luxurious Manhattan penthouse, and finally to a rustic farm and a simple life near the Hudson. The pink mansion and surreal dream sequences thread these locations together, highlighting Louisa's volatile fortunes. Together, these settings chart a journey from poverty and ordinariness to wealth, fame, and a later return to domestic semblance.

  • 🏠 Ohio
  • 🌆 Paris
  • 🗽 Manhattan
  • 🌊 Hudson River
  • 🏡 Farm
Themes

What Are the Themes of What a Way to Go!?

3 ideas the story keeps returning to, among them Wealth and Consequence, Love and Fulfillment and Fate and Repetition.

  1. 01

    Wealth and Consequence

    Louisa’s life is driven by money and social status, with wealth opening doors but not ensuring happiness. The arc shows Edgar Hopper’s rise and demise, Leonard Crawley’s ruin, and Larry Flint’s ascent, all underscoring that financial gain often comes at a personal cost. The narrative uses these shifts to critique the idea that wealth guarantees fulfillment. Ultimately, money proves to be a fragile anchor rather than a cure for discontent.

  2. 02

    Love and Fulfillment

    Louisa seeks companionship through a sequence of marriages—from a simple life with Edgar to a bohemian romance with Larry and a high-society partnership with Rod. Each relationship exposes how affection is tangled with dependency, ambition, and security. The film suggests that true happiness may resist conventional material paths and instead hinge on deeper connection. Yet even love is tested by fortune and fame across the story.

  3. 03

    Fate and Repetition

    The narrative loops through Louisa’s search for stability as if guided by a repeated pattern or curse. Flashbacks and dreamlike sequences reinforce the idea that history repeats itself in new guises—wealth, marriage, and tragedy returning in different forms. This structure invites reflection on whether happiness is found by changing circumstances or by embracing a simpler, ordinary life. The ending aligns with a quiet, cyclical sense of fulfillment rather than a dramatic transformation.

Tone & mood

What Kind of Film Is What a Way to Go!?

Whimsical in tone, with steady pacing and a moderate story, going by the plot summary.

Tone
Whimsical
Pacing
Steady
Story
Moderate
Intensity
Medium
Ending
Bittersweet

A whimsical yet melancholic romantic comedy that uses a flashback structure to explore the ironic tragedies of relentless ambition and wealth, creating a bittersweet reflection on love and loss.

  • whimsical
  • satirical
  • dreamlike
  • melancholic
  • reflective
  • romantic
  • wealth and greed
  • love and loss
  • fate and fortune
  • marriage

Content notes: death of a spouse.

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6 films close to What a Way to Go! in story and themes that have a full plot summary here: How to Murder Your Wife (1965) and Goin’ to Town (1935) lead.

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FAQ

What a Way to Go! Plot Questions

5 quick answers about What a Way to Go!, taken from the plot summary, character guide and setting on this page and the film’s credits.

What is What a Way to Go! about?

In a swirl of pastel‑toned opulence, Louisa May Foster narrates the odd arc of her life to a skeptical psychiatrist, offering a wry recount of how each of her four marriages has spiraled from ordinary romance to staggering wealth—and then, inexplicably, to loss.

Read the full plot summary

When and where does What a Way to Go! take place?

What a Way to Go! is set in Ohio, Paris, Manhattan, Hudson River and Farm. The film moves from a small-town Ohio upbringing to bohemian Paris, then to a luxurious Manhattan penthouse, and finally to a rustic farm and a simple life near the Hudson.

The setting explained

Who are the main characters in What a Way to Go!?

The story follows Louisa May Foster (Shirley MacLaine) (played by Shirley MacLaine), Larry Flint (Paul Newman) (played by Paul Newman), Edgar Hopper (Dick Van Dyke) (played by Dick Van Dyke) and Leonard Crawley (Dean Martin) (played by Dean Martin); the character guide covers 8 characters in all.

All the characters

What are the main themes of What a Way to Go!?

The summary picks out 3 themes: Wealth and Consequence, Love and Fulfillment and Fate and Repetition.

The themes explained

Who directed What a Way to Go!?

What a Way to Go! (1964) was directed by J. Lee Thompson and William Corcoran and runs 1 hour 51 minutes.

J. Lee Thompson’s films

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