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.