 Joe Palooka (Joe Kirkwood), Anne Howe (Cathy Downs) and Joe s manager Knobby Walsh (James Gleason) pick up three hitch-hikers, one a man dressed as a middle-aged woman. The trio are escaped murderers and hold Joe, Anne and Knobby prisoners in a farm house. Dutch forms a plan of his own. He kills his two partners and then, threatening Anne s life, accompanies Joe, Knobby and Anne back to the city where Joe is lined up for a championship fight with a promised gate share of $100,000. Dutch, never leaving Anne s side, is promised Joe s money and then demands that Knobby bets it on Joe to lose the fight.Joe and Knobby agree in order to save Anne s life, but Knobby doesn t bet the money against Joe. The latter purposely takes a beating for a few rounds and maneuvers so that his opponent knocks him into the lap of Dutch, sitting at ringside with a gun on Anne.