- Gordon MacRae - Billy Bigelow
- Shirley Jones - Julie Jordan
- Cameron Mitchell - Jigger Craigin
- Barbara Ruick - Carrie Pepperidge
- Claramae Turner - Nettie Fowler
- Gene Lockhart - The Starkeeper
- Robert Rounseville - Enoch Snow
- Marie Greene - Louise Bigelow (singing voice)
- Lili Gentle - Young Girl #1
- Susan Luckey - Louise Bigelow
The story revolves around Billy Bigelow, a rough-talking, macho, handsome carousel barker, and Julie Jordan, a young, innocent mill worker, both living their busy lives in the small town of Boothbay Harbor, Maine. They fall in love, but both are fired from their jobs for different reasons – Billy because he paid too much attention to Julie and incurred the wrath of the jealous carousel owner Mrs. Mullin, and Julie because she stayed out past the curfew imposed by the understanding but stern mill owner, Mr. Bascombe. Billy and Julie marry and go to live at the seaside spa of her cousin Nettie, but Billy becomes bitter because he is unable to find work, and in his frustration, strikes Julie (this moment is not shown at all in the film). Mrs. Mullin, the jealous carousel owner who is infatuated with him, hears of this and goes to Nettie's to offer Billy his old job back, but will not re-hire him unless he leaves his wife. Billy seems to be considering the idea when Julie asks to talk privately. Julie, fearing he will be enraged, timidly tells him she is pregnant. But Billy is overjoyed and now firmly refuses Mrs. Mullin's offer. However, newly worried about not having enough money to provide for his child, and unskilled at anything except being a carousel barker, Billy secretly agrees to join his pal Jigger Craigin in robbing the wealthy Bascombe.
During a clambake, held on a nearby island, Billy and Jigger sneak to the mainland to commit the robbery, but Bascombe, who is usually unarmed, carries a gun and the robbery is foiled. While Bascombe is momentarily distracted, Jigger flees and leaves Billy at the mercy of the police. Cornered, but trying to escape, Billy climbs atop a pile of crates, whereupon the pile collapses and Billy accidentally falls on his own knife. The others return from the clambake, and Julie sees the mortally wounded Billy. She rushes over to him and he dies after saying his last words to her. Julie is devastated because she truly loved him, even though she never had the courage to say it out loud.
Fifteen years later, in the other world (apparently the back door of Heaven), Billy is told that he can return to Earth for one day to make amends. Billy returns to find his daughter Louise emotionally scarred because she is constantly taunted over the fact that her father tried to commit a robbery. Billy, not telling her who he is, makes himself visible, tries to cheer her up, and gives her a star that he stole from Heaven. Louise refuses it, frightened, and Billy, in desperation, slaps her hand. She rushes inside the house and informs Julie of what happened, saying that she did not feel a slap, but a kiss. Billy tries to make himself invisible before Julie can see him, but she has glimpsed him for just a split second, and senses that he has come back for a reason. Billy asks his Heavenly Guide for permission to go to Louise's high school graduation, and there he silently gives both her and Julie the confidence they need and the knowledge that, in spite of everything, he loved Julie.
- "Mister Snow" - Carrie
- "If I Loved You" - Julie and Billy
- "June Is Bustin' Out All Over" - Nettie, Carrie and Chorus
- "Soliloquy" - Billy
- "When the Children Are Asleep" - Enoch and Carrie
- "This Was a Real Nice Clambake" - Jigger, Carrie, Nettie, Enoch and Chorus
- "Stonecutters Cut It On Stone" - Jigger, Enoch and Chorus
- "What's the Use of Wond'rin'" - Julie and Chorus
- "You'll Never Walk Alone" - Nettie and Julie
- "If I Loved You" (reprise) - Billy
- "You'll Never Walk Alone" (reprise) - Julie, Louise, Louise, Young Girl, Nettie, Carrie, Enoch, The Starkeeper and Chorus