A down-on-his-luck ex-GI finds himself framed for an armored car robbery. When he’s finally released for lack of evidence–after having been beaten up and tortured by the police–he sets out to discover who set him up, and why. The trail leads him into Mexico and a web of hired killers and corrupt cops.
Career criminal Johnny Clay recruits a sharpshooter, a crooked police officer, a bartender and a betting teller named George, among others, for one last job before he goes straight and marries his fiancee, Fay. But when George tells his restless wife, Sherry, about the scheme to steal millions from the racetrack where he works, she hatches a plot of her own.
The movie follows the rise and fall of a con man — a story that begins and ends at a seedy travelling carnival. Stanton Carlisle (Tyrone Power) joins the carnival, working with “Mademoiselle Zeena” (Joan Blondell) and her alcoholic husband, Pete (Ian Keith).