 Susan Miller (Gene Tierney) works behind the girdle counter in a department store and dreams about the beautiful clothes and glamour she can never hope to have. Enter May Worthington (Spring Byington) and Warren (Laird Cregar), a pair of con artists who pose as the mother and uncle of a pretty girl in order to separate millionaires from their money. They convince Susan she has an opportunity to fulfill all her dreams, and the trio heads for Palm Beach. Susan meets John Wheeler (Henry Fonda) who says he is shopping for a sailboat. Believing that he is a millionaire, Warren and May sell him a boat that doesn t belong to them, and make off with his $15,000 life savings. Looking for greener pastures, they work themselves into the family of wealthy Tod Wheeler (John Shepperd), who falls for Sue, posing as "Linda Worthington". But John shows up as a guest of Fenwick and he tells "Linda", not knowing she was part of the scam, that he has a detective after the fake captain (Warren) that sold him the boat. John admits that he is not a millionaire but only a $50-a-week clerk. He asks her to marry him and, over the protests of May, she accepts. Tod, who has been away, wires Linda a marriage proposal which is intercepted by Warren, who accepts on her behalf via a return wire. He intends to blackmail her into marrying Tod and then blackmail the Fenwicks into dissolving the marriage. To get John s money back to him, which she has but can t tell him, Linda enlists the aid of Colonel Prentiss (Henry Stephenson) who runs a gambling house, and the machines are fixed so that John wins his money back. Linda and John go to the terminal to leave, but Tod shows up and she tries to keep him away from John, who knows her as Sue.