Madge Winton (Marion Davies), a beautiful secretary, makes herself look homely in order to avoid advances by lecherous bosses. When her new employer, writer Freddy Matthews (Robert Montgomery), accidentally sees her without her disguise, she has to pretend to be her roommate Sadie.

His role in the plight of an unemployed man (Humphrey Bogart) and his disabled daughter profoundly affects an intractable Irish policeman (Pat O'Brien).

Gabby, the waitress in an isolated Arizona diner, dreams of a bigger and better life. One day penniless intellectual Alan drifts into the joint and the two strike up a rapport. Soon enough, notorious killer Duke Mantee takes the diner's inhabitants hostage. Surrounded by miles of desert, the patrons and staff are forced to sit tight with Mantee and his gang overnight.