June Lyons (Rhonda Fleming) goes to pick Dorothy (Arlene Dahl) up from prison. June could have bailed her sister out, but she didn't have the money. A person, a man who is following them, goes to the detective agency of Dave Dietz (Frank Gerstle). That man, Ben Grace (John Payne), needs to follow Dorothy and wants to know everything she does immediately. June wants to help Dorothy so much that she has looked a secretary position for her, and she will say that they are siblings.Frank Jansen (Kent Taylor) is June's boss. She seems to have a crash on him. He is also the mayor of Bay City and is going to face re-election pretty soon. Frank is especially interested in finishing with Sol "Solly" Casper (Ted de Corsia), a gangster who pesters Bay City citizens, demanding ransom in exchange of protection. Obviously, Solly is looking for a way to end with Jansen's prestige, and there may be something in trying to spy on his secretary / girlfriend to finish with his credibility. Ben doesn't want to help Solly with that, because he is in love with June, and he doesn't want Solly to disturb her reputation while trying to finish with Frank. Solly laughs about Ben's scruples, stating that he'll die old but poor, and that he is kind of in-between: he's not all honesty, but he's not a "business man" either. Ben is punched and told to go out to have some fresh air to clarify his ideas.He phones June to say that Solly is going to kill Norman B. Marlowe (Roy Gordon) that night. June is woken up in the middle of the night, and she disregards the piece of information as a "political prank", so she goes back to sleep again. Marlowe is the publisher of the local newspaper, the Bay City Journal, and has opposed Solly and backed Jansen. Dietz questions June about the murder, which has made it to the first pages, but leaves without information. It's Frank who consoles distraught June.In the end, Frank is re-elected again. Solly ends up in gaol because of the murder of Norman Marlowe. Ben and June dine out to celebrate. She knows that it was him who tried to save Norman. He recommends her to give an opportunity to Dave Dietz. When she comes home, Ben kisses her at the door. Dorothy is waiting for her, feeling jealous, getting completely wasted on her own. Dorothy tells her that Frank Jansen phoned. They go to sleep, and June realises that Doroty also likes Ben. In spite of their friendship June tells Dorothy her intention of doing whatever Ben asks her to because she loves him so much.Thugs and criminals are waiting for somebody to tell them what to do. Ben is afraid of ending up in jail as Solly did. Grainer (Murray Alper) is one of Solly's ganstas. He wants to return to the criminal way as fast as possible, but Ben wants things to quiet down before doing anything. Ben tells Dave that they may get rich. Ben tells Dietz to clean the city up. In exchange of that, Ben wants 30 quiet clean casino. Dietz sees the problems: Frank has 3 million dollars of his own money, and he can tell him to close down the gambling spots. On the other hand, Solly's criminal associates may not want prostitution and drugs abolished in Bay City and they may decide to give "cement shoes" to Ben Grace.Dorothy, drunk again, threatens Ben with a fishing arrow. He gets frantic because she could have hurt him. She flirts with him in her bathing suit. They smoke and drink together. A Caspar thug called Wilson (Myron Healey) arrives at that moment to kill them. He kills the thug and she runs away. Wilson is left alive after saying who hired him to kill Ben.Dorothy won't stop flirting with Ben, even in front of June. Frank Jansen knows that Dietz is accepting money from Ben. Jansen thought that Dietz wanted to finish with all crime in Bay City, the same as him. Frank wants to send Dorothy to prison again because it was June's influence who convinced him of releasing her. Frank says that he'll have to judge Dorothy for his misdemeanours. June believes that Dorothy is innocent. Frank Jansen loves June, but she can't say to him that she does so as well. Not-so-funny Martha (Ellen Corby), June's maid, has to take care of Dorothy while June is away or working. June tells her friend that she should go to an institution to be cured of her kleptomania, but Dorothy doesn't want to suffer shock treatment, a cure-it-all treatment for psychological diseases at the time. June and Dorothy argue because of morals.Meanwhile, Dietz will take Ben to see Frank, even if it has to be handcuffed. Ben wants June to leave with him. He's got 160,000 dollars, but she doesn't want to go with him and betray Frank and Dorothy. When June comes back home, she realises that Dorothy is gone - and Martha thought she had taken a sleeping pill. Dorothy runs to Ben Grace, but he's not at home. A thug arrives to kill him but he is not there to be found. The thug insists on taking Dorothy with him. As she is a bit tipsy, she doesn't realise she is running a big risk. Ben has left his car in the garage. A boy aks him for the car to take his girl out to a party, and he accepts. Ben's car blows up with the boy.Dorothy phones Ben's hom from Solly's mansion. Finally, June picks it up. Dorothy says her message saying that Ben has picked the phone up. Solly and Dorothy play with his money. Dorothy tells June to come in. Solly wants to take Dorothy to Mexico with him, and she wants to go with him. June kills Solly because he was going to kill him. When Ben arrives, Dorothy is babbling like a baby. Den sees Solly's money and stops to pick it up. June won't go with Ben. Solly gets up and shoots Ben with his last breath. Ben and Solly shoot each other. Ben is hurt and Solly dead. Ben phones Dave Dietz. Solly's thugs Roos (George E. Stone), Gauss (Lance Fuller) and Lenhardt (Buddy Baer) are about to arrive. The police are on his way as well.Ben sacrifises himself so as to save the girls. Solly shoots Ben who stumbles downstairs. The police arrive. Dorothy thinks that Ben is dead. Frank goes to console her.Ben is taken away in an ambulance, still alive. Solly is arrested. Dorothy and Frank Jansen leave Solly's mansion together.