 Nightclub singer Fran Davis (Shelley Winters) is out to educate her out-of-town friend Phyllis Matthews (Coleen Miller)on the ins-and-outs of life in the Big City. But, par for the course in this Joseph Pevney potboiler, publisher Mike Marsh (Barry Sullivan), Fran s lover and unhappy married man to begin with, falls in love with Phyllis. There is a misunderstanding of the situation by the two girls. The girls quarrel, Marsh is shot, Fran hits the skids and she and Phyllis, to say the least, are on the outs. Then Fran learns that Phyllis is about to be used unwittingly as a decoy in a murder. Fran rides to her friend s rescue.