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After breaking out of prison, Saint Louis (Spencer Tracy) and Dannemora Dan (Warren Hymer) go their separate ways when Dan turns religious. Dan’s conversion ends after he sees Saint Louis with two women, and soon the men are imprisoned again. Meanwhile, another inmate, Steve Jordan (Humphrey Bogart), wins the affections of fellow inmate Judy Fields (Claire Luce). However, when Steve is paroled, Judy’s boyfriend tries to blackmail him back into crime. So Saint Louis and Dan decide to escape again to come to Steve’s aid.