 Jo (Ann Dvorak), a "percentage girl" at the notorious Club 46, is in despair. She can see no way out of the dreary and sordid routine of entertaining customers - called drinking and dancing in 1940 - and, at a signal from piano player Eddie Morgan (Douglas Fowley), rolling them for their money. Eddie, besides being brutal to her and spending all her money, is also carrying on an affair with another girl. Jo s only friend is Annie (Wynne Gibson), a former actress but now a drink-sodden derelict. Annie keeps to herself the knowledge that it was Eddie who threw the knife that killed a petty racketeer who was too attentive to Jo. Sailor Dan Walters (Preston Foster) and two of his pals arrive from a cruise and his good nature delights Joe, but at a wink from Eddie, Jo attempts to steal his money. Dan swallows his disillusionment and returns to the cafe, and he and Jo enjoy a day-long picnic together. She accepts his marriage proposal and go to an up-state town where he has a job waiting. Eddie does not accept this turn events any too well, and sets a trap for Dan when he comes after Jo. When he arrives, in an attempt to save his life, Jo denounces and ridicules him and he leaves angrily. He is net by Annie, who tells him of the set-up. Gathering his pals, Dan returns to the cafe and starts a brawl.