In prison and planning a break, Joe Sullivan (Dennis O'Keefe) gets visited by Ann Martin (Marsha Hunt), the social worker who writes to him while he's inside and Joe has developed an attraction to Ann as she is the only women who has come to see him. Joe breaks out with the help of his girl friend Pat (Clair Trevor) and the first place they go is to Ann's house to change clothes, and use her car. Joe wants to take Ann hostage mainly as an extension of his sexual attraction to her. During the events Pat ruminates about the fractured relationship she and Joe have, and her feelings of jealousy cause her to begin treating Ann suspiciously. Joe is planning a rendezvous with Ricky Coyle (Raymond Burr) to collect fifty-thousand dollars owed him, but the gangster double-crosses Joe, and gives instructions that Joe must not reach him, and a few thugs go off to waylay Joe. With Ann and Pat's help Joe manages to overcome those who are bent on killing him, but Ricky kidnaps Ann and Joe decides to try to save her. Along the way Pat forces Joe to confront his feelings for her and Ann, and in a fiery finale all debts are finally paid.