Ethel Whitehead (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 laborer husband Roy (Egan) for the big city. She quickly learns to use her physical charms to get ahead. In cahoots with bookkeeper friend Martin Blackford (Smith), Ethel works her way into the entourage of George Castleman (Brian), a mobster who enjoys an elegant lifestyle. With the help of socialite Patricia Longworth (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 (Cochran). The trap fails when Ethel falls in love with Prenta. The betrayed Castleman kills Prenta and goes gunning for Ethel but dies in a shootout with Blackford.