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Ethel Whitehead (Joan Crawford) is a weary housewife living at the edge of the Texas oil fields. When her young son is killed in a bicycle accident, she leaves her husband, Roy (Richard Egan), for a better life. In cahoots with her bookkeeper friend, Martin Blackford (Kent Smith), Ethel works her way into the entourage of George Castleman (David Brian), a mobster who enjoys the high life. With the help of socialite Patricia Longworth (Selena Royle), Castleman grooms Ethel in the arts of cultured living. After making her his mistress, he tries to use her to trap his arch-rival, Nick Prenta (Steve Cochran). However, the trap fails when Ethel falls in love with Prenta.