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When an employee at an illegal gambling den dies suspiciously, her sister, Nancy, looks into the situation and falls for Johnny O'Clock, a suave partner in the underground casino. Selfish and non-committal by nature, Johnny slowly begins to return Nancy's affection and decides to run away with her, but conflict within his business threatens their plans. As Johnny tries to distance himself from the casino, his shady past comes back to haunt him.

Actor Lester Blaine has all but landed the lead in Myra Hudson's new play when Myra vetoes him because, to her, he doesn't look like a romantic leading man. On a train from New York to San Francisco, Blaine sets out to prove Myra wrong...by romancing her. Is he sincere, or does he have a dark ulterior motive?