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[upbeat music]

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[metal clinks]

- Good luck, sister.

[metal clangs]

[dramatic music]

- Oh, Dorothy.

All right honey, get it out of your system.

Let's have a great big flood of tears.

- You know what they told me in there?

They said if you'd paid the store

for what I took, maybe I wouldn't

have had to serve time.

- You know how much it was, Dor.

I didn't have the money.

- I'm not blaming you, Junie.

- I'm gonna take care of you now

and do all the things I should

have taken time to do before.

- You mean, if there's a next time

you'll have the money?

- I'll have the money, but there won't be a next time.

- [whistles] This all yours, June?

- Mmhmm.

- Legally, I mean.

- All mine, come on, climb in.

- I wish the dames in there could see

what a big success my sister is.

[car engine rumbles]

Let's get out of here.

[car door clicks]

[dramatic music]

- Mm, Dorothy Lyons, first arrested

for petty theft, placed in custody

of sister June, two years later

arrested for shoplifting, six months paroled.

Two years ago arrested for jewelry theft.

Sentenced three to five years, served 18 months.

Will be released because of ill health next Tuesday.

Today.

- She'll be on parole, won't she?

- For three years.

- Thanks, Dave, I'll see you later.

- Oh, just a minute Ben.

Forgot to tell me why you're so interested

in this girl. - Building a library.

Kind of a who's who.

- For Solly Caspar?

- No, who's who for Ben Grace.

- Why, Ben? - Good idea.

Quite an idea.

- Like to tell me about it?

- You'll hear about it soon enough.

- [Dave] You're a dreamer, Ben.

- Man's only as big as his dreams.

- We're gonna pull you out of the river some day.

- That's not part of the dream.

By the way, did you ever dream

of being Chief of Police?

- Long time ago, lots of times.

- Maybe I'll make you Chief of Police.

- You got an in with the Mayor?

- Depends on which Mayor you're talking about.

- Oh, Ben? - Mm.

- This dame, she's dynamite.

- Yeah, thanks again.

[dramatic music]

- Hop out.

[door slams]

[door slams]

Ah, here we are, home at last.

- Home, huh?

This is where you live.

- Mmhmm, that's right, now it's your home too.

- You must be quite a secretary.

- To a very successful man.

- A bachelor? - Well, as it happens,

Mr Jansen is a bachelor.

Oh, Martha.

- I saw you drive up.

- This is my sister, Dorothy. - How do you do, Miss Dorothy.

- Hi.

[door bangs]

- Oh, Martha, the flowers are lovely.

- Mr Jansen's chauffeur brought them over.

No card. - Any messages?

- No, just the mail and the paper.

[glass tinkles]

- Join me?

- No thanks, honey, not right now.

- June? - Mmhmm.

What are you gonna tell people

while I'm staying here with you?

- That you're my sister.

- And that I popped up from under a cabbage leaf?

[rock clangs]

- Nobody knows anything about you.

And nobody will know anything about you.

- And my probation officer?

- That is all confidential.

- Where I come from, you learn

to figure all the angles.

Hey.

Who's this?

- That, is my boss, Frank Jansen.

He gave it to me a year ago.

- You gonna marry him, Junie, or.

- Do you think I should?

- I think it's a very good idea.

The bathroom towels'll look sensational.

JJ.

- When I want a new monogram, I'll let

Frank Jansen know.

Don't you wanna shower and see your room?

- Hot water, soap, clean sheets.

- Come on, sweetie, I'll show it to you.

[soft music] - Know where I was

yesterday at this time?

In a sewing room with six hundred

dames making denim uniforms.

- Let's not talk about that ever again.

You're here now and you're starting

a new life and neither of us has

a worry in the world.

[door bangs]

- Hi, Ben, Solly's watching television.

- Thanks.

- [Lenny] Bout time you showed up.

Solly's been asking for ya. - So I'm here.

- [Lenny] This Marlowe's getting rough.

- I've published a newspaper in Bay City

for 30 years and never have I used

its columns for a crusade that

I thought was more important than

the one to elect Frank Jansen Mayor.

Obviously, the city government is rotten.

Rotten, corrupt, evil.

Well everyone in City Hall knows

who actually's running our city.

Sol Caspar, and when Sol Caspar doesn't steal

he bribes, and when he doesn't bribe, he murders.

For 15 years his syndicate of vice

has grown and grown and grown

because the men elected to protect you

from crime have been on Sol Caspar's payroll.

I urge you, I beg you.

- Sol, how's Marlowe get away with that?

- Shut up, I wanna hear this.

- To elect a man who's never been in politics.

A man who is free from ties to politicians

and gangsters, a man who will clean up Bay City.

Ladies and Gentlemen, vote for Frank Jansen for mayor.

- [Sol] Oh, Ben, come on in the office.

- [Man] Who dealed them?

- Glad to see you, genius, that Marlowe

is a rough old man.

You must have a file this thick on Jansen's girlfriend.

- I got a file, Solly.

- And I knocked the boy scout right outta the box.

I told ya there was a way to get to anybody.

A way to get to a reformer, just to prove

that he's not such a lily white angel himself.

- That figures.

- Well what do we use, genius?

Pictures of him, tapes, check zeroed?

- I gotta file on Jansen's girlfriend.

All it proves is that they're both clean as a whistle.

- You been working on em a week.

- If she's clean, she's clean.

I can't help it if Jansen's too smart

to leave any tracks.

- Oh this is great.

This is fine news to get at ten o'clock

Tuesday night, a week before election.

Do you know what happens to bright boys

like you and us if Jansen gets in?

You can take all your fancy gimmicks

and your camera rifle and you can,

a dame is a dame, there's bound

to be something you can nail her on.

- I couldn't get one picture of June Lyons.

- You mean you didn't even get a picture

of her coming out of his house at two in the morning?

What kind of a secretary is she?

- Probably a nice secretary.

Maybe a nice girl.

If you wanna nail Jansen, you better try

something else, something good.

- You may be right, genius.

If I can't get the girl alongside Jansen,

I'll get the guy behind him.

- Marlowe?

- Marlowe.

Without the journal, nobody'd ever

have known about Frank Jansen.

- I'd advise you to take it easy

where Marlowe's concerned.

- You'd advise me.

I'm gonna take care of Marlowe tonight.

You're coming with me.

- Uh-uh Solly, count me out.

- What's the matter, rough stuff

not in your line or something?

Scare ya, genius.

- No, it doesn't scare me.

I don't believe in it.

If you're smart, you don't have to use it.

- So I'm not smart?

You're a bright boy, genius, and

I'm glad to have you working for me.

But you know why you'll always

be working for me and not vice versa?

- Why, Solly?

- An operator, he runs things.

Up, down, sideways, rain or shine, he runs things.

You got no jet engine in your belly

that makes you operate.

You'd rather read a couple of good books,

wouldn't you, genius, wait, I'll show you something.

- Lenhardt, all you fellas, come in here.

Boys, I called you in here to give you

a demonstration of how I'm gonna operate

on Mr. Norman B. Marlowe.

[skin smacks]

Genius, you're just a chiseller out

for a soft buck, you're not crooked

and you're not straight, you take

what you can get where you can get it

but you don't want any trouble.

You'll die at age 66 in bed with

three grand in the bank but you'll never

be an operator, now go on out and get

yourself some fresh air but don't

let it go to your head.

Remind me never to send my son to college.

That is, if I ever have a son.

[men laughs]

[upbeat music] - Sure, Jansen's honest.

Even if he gets elected, so what?

He don't understand politics.

In six months, they'll have time tied up too

I've seen em come and go, why

this town'll be so lily white you'll be able

to eat your dinner off the pavement here.

[phone tings] [phone ticks]

[phone tinkles]

- Hello? - Hello, Miss June Lyons?

- Yes. - Listen carefully to what

I have to say, Solly Caspar's gonna

take care of Norman Marlowe tonight.

Call Jansen, tell him to warn him,

better still, warn him yourself.

Don't lose a minute.

- Who is this?

- A friend. - Why don't you

tell him yourself, who are you?

[phone bangs]

Hello?

[phone clacks] Hello!

- [yawns] Who's that?

- Nothing, honey, go back to sleep.

- I thought I heard a man's voice.

- Probably just some political crank

trying to cause trouble.

- Why didn't you get his number?

I wish you had.

[dramatic music]

- The men elected to protect you from crime

have been on Sol Caspar's payroll.

Thank you, Gloria, thank you for working

so late and goodnight.

- Mr. Marlowe?

Good night, Mr. Marlowe.

[coughs]

[door bangs] [door bangs]

[phone rings]

[dramatic music]

- Just a little talk, Marlowe.

- Caspar!

You.

Well now we, we can discuss anything tomorrow.

I'm a sick man, my doctor's just warned me.

- You'll talk about me whenever you want to,

I'm talking to you now. - You can't frighten me

you can't stop me. - You're going to stop

backing Jansen, you're gonna stop

printing all that stuff about me.

- I'm gonna print all the truth

about your vicious scheming. [skin smacks]

- Rich boy, you're gonna stop, or you'll get

a working over like those newspaper boys

in Scenic City, now we talk.

Listen to me.

Get some water.

- Looks like he's dead. - Don't make a Federal case

out of it, get some water.

- It's too late for water, you killed him.

- You sure?

Guess I did at that, didn't I?

Well, that's getting out of a jam the hard way.

Open the window.

Give him some air.

Give him plenty of air. [dramatic music]

Come on, let's see if we can beat him down.

- I was half asleep, I looked at the clock

a little before two, I thought about

calling you, Frank, but who takes

a phone call seriously at that hour?

Now this horrible murder.

- Phone call in the middle of the night

doesn't prove murder, Miss Lyons.

- Well it's just too much of a coincidence.

- Lieutenant, you don't see to be

very anxious to dig into this.

What else could it be but a murder?

- Mr. Marlowe was your friend.

He was backing you, of course you're going

to jump to conclusions, me, I take it

a little easier, I don't mess around

with politics or politicians.

That's how I've lasted 22 years in the department.

Thanks, Miss Lyons, I know how to reach you.

- Are you sure you didn't recognize the voice?

Could it have been someone from the office?

- Maybe if I heard it again I'd recognize it.

I'm sorry, Frank, but it all seems to fantastic.

- Don't blame yourself, June, you probably

couldn't have done anything about it anyway.

- Thanks. - I've gotta get downtown.

- I'm glad you were here with me anyhow.

- See you this afternoon.

- Bye. - Buh bye.

Lieutenant!

[door clacks]

- You know, I don't think that policeman

believed a word I said.

- They never believe anybody.

Come on, let's get some sun!

[door knocks]

- Yes? - Good morning, Miss Lyons.

Remember me?

- No, can't say that I do.

- Name's Ben Grace.

- What do you want?

- I want Frank Jansen for mayor.

- Oh, come in.

- Mm, nice looking place you have here.

- Thank you.

- Nice looking girl.

- Supposing you tell me why you're here.

- All right Miss Lyons, I'll get to the point.

Last night I telephoned you about Marlowe.

- You.

[phone clacks]

- I wouldn't bother, I waited till

they drove away.

[phone clacks] - How did you know?

- I knew, that's enough.

- But. - Mr Jansen is a nice man.

But he doesn't know how to win elections.

I'm not a very nice man, I know how.

Takes a little dirt.

- And you have dirt to sell?

- I have dirt to sell.

- What do you want for it?

Money?

- Not a penny.

- What then?

- Oh, decency.

Clean government, Frank Jansen for mayor.

Jansen's an idealist.

You're a practical girl.

He needs you and you've made him pay for it.

Oh, that's all right, I don't trust people

who are not a little greedy.

- What do you want to tell me?

- Did you know Marlowe?

- Yes.

- Sit down.

Listen.

- [Sol] You're going to stop backing Jansen.

You're going to stop printing all that stuff

about me. - I'm going to print

all the truth about your vicious, evil.

- [Sol] Listen to me!

Get some water.

- [Lenhardt] It's too late for water.

You killed him.

[recorder clicks]

- Where did you get this, Mr Grace?

- It's not a question of where I got it.

It's what you and Jansen are gonna do with it.

- Uh-uh, I don't buy your villain goods.

Who sent you to me?

Sol Caspar himself?

- I assure you, this is genuine.

All I can do is give you a gun.

If you haven't got guts enough

to pull the trigger, I can't help it.

- No dirt, tonight, Mr. Grace.

I don't like your brand.

It's too cheap, it smells like

some kind of trick, you probably

invented it for some. - Oh, there's too much

to invent, for instance, there's your sister

out there, her first arrest was for

petty larceny, then two years later

the rap was for shop lifting.

[dramatic music] - Get out of this house.

- [Ben] Now do you believe me?

- [June] I don't like blackmail, I said

get out and I mean it.

- [Ben] I'm in the book.

Name is Ben Grace, G-R-A-C-E.

- [June] I'll let Mr. Jansen decide if he needs you,

but I assure you, my sister and I.

- Somebody talking about me?

[sultry music]

I'd much rather do the talking for myself.

- Goodbye, Mr. Grace.

- How do you do, Mr. Grace.

Meet Junie's little sister, Dorothy.

- Hello Miss Lyons.

- Please cal me Dor, won't you?

A frank and open door.

- Dorothy, Mr. Grace is very late.

- Hey, I love that material.

I love the feel of it.

- I'll wear it the next time I see you.

- Oh, you don't have to put it on

just for me.

- Your sister's a nice girl.

- And she's going to stay that way.

- Remember, the number's expert 36567.

- Expert 36567. - You got it.

[upbeat music]

[door clacks]

- You tired too?

- Not too much, honey.

I guess I just have an awful lot on my mind.

- A lovely girl like you, you shouldn't

have to worry about a thing, except

looking beautiful and running home

to a man who loves you. - Thank you.

- I guess I could have timed this a bit better.

We'll set up a more romantic atmosphere.

Fiddles playing offstage, bongo drums

and all that sort of thing, but really.

Why don't we get married and stop

all this foolishness? - Oh, Frank, not now.

Not right away, will you hold the offer

open for a while?

- In other words, no?

- No, I don't mean no, I just can't think

about it right now, I wanna get Dorothy settled.

- Preferably some place away from here

where she might not embarrass

her prominent brother-in-law.

- You've known about her?

- What difference does it make?

I wanna marry you because I love you.

She has nothing to do with it.

So if that's the only reason,

there's no reason at all anymore.

I know there isn't another man.

- No, of course not.

[somber music]

[door buzzes]

May I come in?

- The door's open.

[door clacks]

what made you change your mind?

- Well, I talked it over with Mr. Jansen.

After all, if it's what you say it is.

What can you tell me that will help elect Mr. Jansen?

- Well, aside from Solly Caspar,

who's a low grade moron with delusions of grandeur

there's Wilson and James, they were

in the room when Marlowe was killed.

The FBI's been looking for those boys for a long time.

- The Blue Gross is up 4% over last month

or 220,000, and this is the green,

Mr. Caspar, it's down a little,

but all in all everything seems to be

running well ahead. - Yeah, what do you

want, genius? - Your boyfriend Jansen's

on TV, I thought you might like to look.

- Well, why not watch the clown for a while.

Okay, Ames, thanks, go on, hit the books

for that fancy degree, you know,

it's a pleasure having geniuses in the organization.

- I had a speech prepared for this last address

before you go to the polls, but after

thinking about it all day, I decided not to use it.

Instead, I'd like to talk for a few minutes

about a crime which shocked all of us yesterday.

A crime that should be the concern

of the Chief of Police and the District Attorney

but which, for some strange reason,

they don't seem to want to look into.

The crime, ladies and gentlemen,

the murder of Norman Marlowe.

The criminal, ladies and gentleman

that leader of all that is vile and corrupt

in our city, and one whose influence obviously

reaches into the City Hall itself, Solly Caspar.

- How'd he get that?

[cars rumble] [doors bang]

[skin slaps] - Please, please,

you know I wouldn't say anything to anybody.

Not about a murder.

[skin slaps]

- You know too much, Gloria!

[skin slaps] Maybe you talked too much!

- Wilson, James, you're under arrest!

[woman cries] [wood rumbles]

Get him out of here.

Take em out!

- [Man] It was a good tip, Mr. Caspar.

Chief went out and acted on his own authority.

Mr. Caspar, from where I sit, I'd say

you better get outta town, maybe the state.

Maybe the country.

- You tell the man on top he better

cover for me all the way.

[door bangs]

- Say, Boss, Wilson and James have been

shooting off their mouths all morning.

There's 9000 pages of stuff up at

the State's Attorney's office.

- Sure stinks, doesn't it, boys?

- Who gave em the word, Sol?

- The more I think of it, the more

it figures maybe bright boy did get

some big ideas. - If Ben Grace is that

stupid it would be a personal pleasure.

- No, not you, not anybody else.

Let the genius go ahead.

Give him rope, if it was him, I'll be back.

I'll be back to do the sweetest job

on the genius you ever saw.

I got 40 minutes to make it to the airport.

[car rumbles]

[crowd yells and chatters]

- Quiet!

Quiet everybody, please!

An announcement from the news room.

Mayor Robbins concedes defeat.

[crowd screams]

["For He's a Jolly Good Fellow"]

- Here's to the new mayor.

- Everybody'll wonder where I went.

Oh it's so good just to sit here with you

and relax and try to realize it's all over.

- How does it feel to back a winner?

- You oughta know.

You know, the strangest thing for me tonight.

All those people I don't know them,

they don't know me, all of a sudden

I realized that you and I and Frank,

all of us are were really working

like the devil for them, to help

somebody else [laughs] I don't think

I was ever that altruistic before.

- You talk too much.

- Why'd you do that?

- To see what you'd do. - Oh.

And how'd I do?

- You did fine.

[slow music]

- Hey!

- You know, I don't know you at all.

Ben Grace Investments, and I haven't been able

to find out anything, either.

- I made one good investment for you, didn't I?

- Mmhmm, when do I get the bill?

- Maybe it's on the house. - Oh?

[laughs] - What?

- I was just thinking.

Poor Frank, mayor elect and all night

people have been buttonholing him for favors

and from now on, everybody'll want something

from him. - And you've been

playing hooky. - Mmhmm and I don't think

I can write a very good excuse, either.

- Want to do him a favor?

- Certainly.

- Tell him to put Dave Dietz in

as the new Chief of Police.

- Dave Dietz?

- Mm, he's a good man.

- I thought he was one of the City Hall bunch.

- Well, he's a good lieutenant who maybe

never had a chance to do the job

he'd like to, best you could find.

- Well, you've been batting a thousand so far.

I'll think about it.

[door clacks]

- Goodnight. - Goodnight, Ben.

- Why didn't you invite him in?

Oh, don't look around for Martha,

she kept her eye on me for you

but she clocked off hours ago.

- All right honey, come on, let's get

to bed, it's late.

- Oh, I heard the good news about

the election. - Oh?

- Congratulations. - Thanks.

- Jansen called up. - Oh did he?

- Twice. - Oh.

- Wondered what had happened to you.

Very disappointed.

It runs in the family.

- What's that?

- Having people just elected mayor

calling you up all hours of the night.

- [laughs] Good deal. - Oh it is.

Especially when you're spending

all hours of the night with somebody else.

[door clacks]

- Aren't you asleep yet?

- I'm not sleepy.

- Do you want something?

- Yes. - A glass of hot milk?

- Ben Grace.

[dramatic music]

- Oh sweetie.

You don't really.

He just happens to be the first man

you've talked to in a long time.

- Look, I don't expect you to understand

my feelings, all head and no heart,

planning every move to better yourself.

I'm not like you, I've got a heart.

And I've gotta do what it tells me

no matter what. [dramatic music]

- How long are we going to sit around

waiting for that guy to tell us what to do?

- I got news for you guys,

nobody's gonna tell me what to do.

But, if I were running this organization.

- What would you do, Giant?

- I'll tell ya what I'd do, Tiny.

I'd won a lottery, that's what I'd do.

Everybody likes the lottery, everybody

and I'd split the take right down to the middle.

One fifth of the payoff in charity

and one fifth for the boys.

- What about the other three fifths?

- Well, a guy's gotta get something

for his big ideas.

[guys laugh]

- [Man] What's the scoop, the play,

what are we doing, genius?

- We're not doing anything for a while.

- Maybe you ain't, but we're taking up

where Solly left off.

- You'll end up in jail.

If you goons read the newspapers

instead of the comic books, you'd find out

we have a new city administration.

- Look, don't go Joe College on us.

We know what's happened just the same as you do.

- I want time for everything to settle down.

And I don't want you knuckleheads

screwing up my plans.

- Your plans? - You heard it right

the first time. - So you're the planning

commission now? - That's right.

I'm the planning commission.

- Pretty smart.

How'd you get in so good with the new mayor?

- I went to the library and read a book.

- I see, thanks for telling me.

- All right now get this straight.

We're staying out of the rackets for now.

- You wanna know something, Ben?

- Why don't you shut up when I'm talking.

- I didn't hear a word you said,

I must be getting deaf.

- All right Grannar, I'll say it again for you.

Nothing moves till I say so.

- Until the first snow, is that

what you said, genius, ha, he doesn't want

anybody screwing up his plans,

stay out of the rackets till I.

[skin thumps]

[men groan] [men yell]

- I may have to kill you, Lenny.

I don't like killing people, never did.

But you're not people, I don't think

I'd mind a bit. - You talk big.

- Solly was a big operator.

- Yeah, I know Solly was big operator, jet propelled.

I'm gonna handle things a little different.

- Anybody can talk.

- I can deliver too.

- What did you deliver lately, Benji?

- City hall.

I got it unlocked with an old friend of mine.

The new Chief of Police, Dave Dietz

is gonna be the boy with the star.

And Lenny, you'd be impossible to miss.

You're not much of a Chief of Police

if you can't pull enough rank to get a better office.

- Next week.

Ben, I, don't know what to say except that.

Well, however you did it, you know I'm grateful.

- Yeah.

- You bring this?

- Your first bribe.

- I just came from Jansen's.

He's gonna be all right, Ben.

- I think everything's gonna be all right.

Wanna listen to me?

- Sure, Ben, shoot.

- You may be the richest cop in 11 western states.

- Oh?

- Jansen's gonna be happy, the voters

are gonna be happy, as a matter of fact

it's gonna be one big happy family.

- Nice, if you can do it.

- I can do it, meantime you do your job,

clean up the city, stop prostitution,

nail the thieves and the grifters

and make the taxpayers feel safe

in their beds at night. - What's in it for you?

- Oh I'll take a 30, nice, clean, quite

gambling locations where the suckers

can lose their money to their hearts content.

No trouble, simple.

Just let them throw their money at little Benji.

- Playing both ends against the middle, aren't ya?

- Of course, I like you Dave, we understand one another.

- You forget two things.

Frank Jansen's got six million dollars.

He owes nobody nothing.

He can pick up the phone real easy

and tell his Chief of Police to close down

those nice, 30 locations.

And you also forget Solly's boys.

They're likely to jam you in a barrel of cement

and dump it in the Bay.

- Nice of you to worry about me, Dave, but don't.

I got it figured right down the line.

- Apparently there's some confusion

all the way down the line, Mr. Grace,

with the election and all and Mr Caspar leaving.

That might account for the lower figures.

- You worry about the books, Ames,

I'll worry about the reasons.

- Oh yes sir, I didn't mean to say that.

Oh, Mr. Grace, what do you hear about Mr. Caspar?

I mean the word is that he's in Mexico.

- That's as good a place as any

if you're up for a Grand Jury indictment.

How much cash do we have?

- Personal?

You mean Mr Caspar's?

Well, the last audit I remember three months ago

Mr. Caspar had 160,000 on hand.

- Hmm, where is it?

- Why I imagine the beach house.

- I think we better get it out.

- Oh I can't get to it, Mr. Grace.

- I'll talk to you about it later.

- Hold all the appointments, Betsy,

Mrs. McCullough's coming by to pick me up

and I'm not even dressed yet.

[door knocks] Come in!

Mrs McCullough here already?

- Not exactly. [door bangs]

- Don't tell me other people see you

this early in the morning.

- [laughs] Hi there, you're hard to contact.

- Mmm. - Sit down.

- Coffee Mr. Grace? - No thanks.

- I'll be there shortly. - Miss Lyons, it's

nine o'clock. - Oh, you better get started

with Miss Dorothy if she's ready.

Oh I'm sorry I look like this.

Couldn't you have telephoned first?

- I like to send my thanks yous in person.

Thanks for putting Dave Dietz in.

You won't be disappointed.

- Ben, Frank wants very badly to talk with you.

- I have to drive up the coast today.

Isn't he satisfied?

- Naturally.

He just wants to meet the man who made it possible.

- I'll buy him lunch sometime.

After I've bought you three or four.

- Mm, if I had my choice, I'd prefer dinner.

- Have you and Junie settled the problems

of the world?

- Couple of em.

- You all ready to go, Dor?

- Martha said so.

The appointment at Dr. Mapes is for 9:30, isn't it?

- And don't forget, Martha will wait for you.

- Looks like everybody's clearing out.

I'll see you later, you two.

- Oh, are you driving somewhere?

Well then you can drop me,

no need to bother Martha at all.

- Oh honey, all our plans have been made.

- Oh it's right on Ben's way, the Professional

Building on Woodward, the doctor's gonna

check my eyes [laughs]. - I'll drop her off.

- Oh Ben, you're busy, and, Dorothy,

how would you get home?

- Oh, he'll drop me at the doctors,

I'll take a taxi home, don't you trust me?

[phone rings] - Miss Lyon's residence.

It's Mrs. McCullough.

- Yes?

Oh yes dear, I'll be waiting.

[door clacks]

- I thought you'd maneuvered us together

long before this. - Maneuver?

I didn't maneuver anything.

- I knew the first minute I looked at you

we'd end up together, and so did you.

- What made you so sure?

- We're two of a kind, both bad.

[door clacks] [car rumbles]

[Dorothy laughs]

Cigarette please.

- Look, kid, we've both got things to do.

Don't you think you should get in there?

- You did know I was going to a head shrinker, didn't you?

- Nope, but it sounds like a heck of an idea.

You're quite a problem.

- Wanna solve me?

[car door clacks]

- Hey, the lighter.

- I'll give it back.

- Come again.

You crazy!

You play rough, don't you?

- Oh I can play smooth.

- Hey!

Hey!

Where you going, the Professional Building's back there.

- I'm not going in for that couch fit.

Can't go home for a couple of hours,

so I thought I'd take a look around the stores.

- How'd you like to drive to the beach with me?

- The best offer I've had today.

[upbeat music]

[door clacks]

[door clacks]

Hey, what place is this?

- Used to be a road house, now it's a beach house.

[door clacks]

- [whistles] Hey.

This is a beach house?

How about that?

Smooth.

What a layout.

Ah, ah.

This. - Solly liked

the simple things, he liked girls too.

- Should we see if it fits?

- Sure, try it on.

If it doesn't fit, the closets upstairs

are full of em.

- Eenie, meanie, minie, mo.

- You go on upstairs and change.

Over there, I'll see you later.

- No argument [laughs].

I won't be long.

[sultry music]

[jaunty music]

Yep!

[door bangs]

[metal clacks]

[metal bangs]

I got ya covered!

- Put the thing down, it's dangerous.

- This little thing?

- You screwballed little idiot!

Haven't you got any sense?

You could kill somebody with that thing!

[laughs]

- You play rough too.

I told you we were the same.

I should have skipped Dr. Mapes weeks ago.

Come here.

- Go take a swim, cool off a little.

- Just a little.

- Beach is down there.

- I hope we won't be interrupted.

- Solly's in Mexico.

[jaunty music] [hums]

Cut it out.

- June ever been here, Benji? - No.

- Score one for little sister.

- Do you have any idea what time it is?

- On Dr. Mapes couch I watch the clock.

On your couch?

Come here.

[gun roars]

- Here, take my car and get out of here.

Meet me at the Medical building.

- No arguments.

- Hold it right there, baby.

I said freeze.

You want your girlfriend to get it, Ben?

- Do as he says.

[gun roars]

Get outta here!

- Solly sent bail for James too.

He'll take care of you, bright boy.

- Solly Caspar?

You idiot.

[gun rumbles]

Get up.

Solly went bail, I went bail for both of ya.

Here's a receipt.

Read it.

- Ben I, I didn't know.

- All right, now you know.

Get outta here, go the way you came.

[soft piano music]

[somber music]

How is she?

- She's fine, she's asleep.

- I'll run along.

- She uh, she talked a lot, before she went to sleep.

All about this afternoon.

- What about this afternoon?

- The beach house, what went on.

You two, she said enough.

- And you believed her?

- I don't know what to believe.

- Believe me, it's you I want.

- Are you sure you don't want both of us?

Oh Ben, hold me, don't let me go, hold me tight.

[car engine roars]

[dramatic music]

[metal clinks]

[door clacks]

- Hello Martha.

Pralines for my sister, she loves them.

How is she?

- Oh, she hasn't come in yet.

- Are you sure? - Yes ma'am.

There she is!

Yes?

- Sergeant Chaney, Police Department.

- Oh, what is it, Sergeant?

- We just tagged a cab from downtown.

Driver said he brought the fare here.

I'd like to talk to her.

- Well there must be a mistake, officer,

nobody's come here except Miss Lyons.

- Red hair, 5'5" to 5'7" in her early 20s.

Green dress, green shoes.

- What do you want her for?

- Theft, Hathaways Department Store.

Pearl necklace, sales girl wasn't too sure.

Was afraid to do anything till she checked her stock.

Told somebody to get the cab license.

- Couldn't have been Dorothy, she's not here.

- Wonder if I could take a look around for Dorothy.

- Yes, I wish you would, I'll show you to her room.

Dorothy!

This man is from Hathaways.

- How do you do?

- Those pearls are mine, I've had them for years.

- Sim pearl neck, 152.50, tax 10%, Hathaways.

Had em for years, hmm?

Put on your green dress and your green shoes

and let's go. - Junie, help me!

- Let her go, I'll pay for them.

Please don't arrest her, she's sick.

- Five minutes, I'll leave the door open

if that's all right. - Junie!

- Oh Dorothy! - You promised.

- Oh. - You promised.

[wood clacks]

- Dorothy! - Let me go, I didn't

take them, let me go!

June, June, don't let em take me!

You promised you'd take care of me!

- Can't you see what you're doing?

- You said this wouldn't happen again.

- Junie help me. - I will, I will.

- June, June, don't let them take me.

- I promise, I promise I'll help you,

I will, I'll fix everything [sobs]

Extension 449 please.

Betsy, Miss Lyons, I wanna speak

to Mayor Jansen immediately.

I'll wait then.

Betsy?

Never mind, no don't even tell him I called.

[dramatic music]

[car engine roars]

[door clacks]

[door bangs]

- Miss Lyons, come in. - Yes.

[men whistle] - Okay boys, break it up.

This way. [men mutter]

- Three grand, add four is seven.

- Hey Ben, here's Miss Lyons.

- Take a breather, boys.

- Ben, you've gotta help me.

Dorothy was arrested this afternoon.

- Same thing? - Hathaways.

The police came right to the house for her.

- Tell me about it.

- She took a pearl necklace.

A Sergeant Chaney came to the house about five

and took her to Lincoln Heights.

- Hello, Dave Dietz still there?

Ben Grace.

Dave, there's a girl in Lincoln Heights,

Dorothy Lyons, L-Y-O-N-S.

Theft or grand larceny, I want you to get her out

and I want you to make it look like

she was never booked.

- I can't do that, Ben, I'll have

the board down on my neck.

- I don't care how you do it, it has to be done.

This comes straight from Jansen.

All right, call me back.

[phone clacks]

- I can't believe it. - Believe what?

- You, lying to Dietz.

Everything Ben, this house, and what's

going on in it. - It's Sol Casper's house.

He's holed up in Mexico.

- Then it's true, all the terrible

things I've heard about you lately.

I didn't wanna believe that.

It's the same old operation, isn't it?

And you talked me into suggesting Dave Dietz

for Chief of Police, and you go

right on your merry way, well Sol Caspar's out,

but it's the same system.

- As long as people gamble, there's

gonna be a system, if I don't operate it

someone else will. - If I had any sense,

any courage, I'd go straight to Frank Jansen

and tell him. - You think that would

stop it, oh a little while maybe,

but before me there was Caspar

and there'll be someone else after me.

Grow up, the money is here, I'm gonna

get mine. [phone rings]

Hello. - What about the file

on the girl. - Yeah, Dave, we'll talk

about that tomorrow, right now, I'm interested

in getting that girl here as soon as possible.

All right, goodnight, thanks.

[phone clacks]

She'll be here within the hour.

- Good service.

- You gonna tell Jansen?

- You know I won't.

For two reasons.

- I know you won't because of Dorothy

what's the other reason?

- You know that too.

[car engine roars]

- Told you it was all a mistake.

[door clacks] Why would I want to steal

a little thing like that?

Junie! - Darling, it's all right.

Ben Grace managed to get you out.

- Oh Ben, thanks, oh you saved my life.

It was horrible, horrible.

- Forget it, it never happened.

I think we could all use a drink.

- Oh, you bet I could, three feet high.

Nice layout you got here.

I can stay for a while?

- Might not be a bad idea, be safer.

- She needs guilt, care and rest.

- Oh Ben must have a housekeeper.

I can get lots of rest right here.

- Darling, you'll be much better off at home.

Now, drink your drink, then we'll all go back, huh?

- All right, if you say so.

I'll have plenty of time to see Ben's house.

[glass clacks]

- But Dietz you assured me you were

after the same thing I was, clean,

honest government, what good does it do

to get rid of a Solly Caspar if you're taking

orders from another hoodlum?

- Mr. Mayor, nobody should have even

heard about it, I still. - That's not the point,

I did hear about it.

I want a complete report by tomorrow

even if it means I go out of office

and you go back to pounding a beat.

- Yes sir, after all, Mr. Mayor,

it was Ben Grace who told me to.

- What's that got to do with it?

- I mean I figured that after all,

you and him. - That's all, Dietz.

- Yes sir.

- June, will you come in please?

- Yes sir.

Yes, Frank?

- I'm going to be pretty blunt, June.

I know all about Dorothy's arrest,

especially how she was let go.

- She should never have been arrested.

She's not a criminal, she needs psychiatric care.

- But she was arrested, and she's got

to face the charges, the Governor's given me

till five tomorrow afternoon to have her arraigned.

We'll let normal procedure follow.

- The Governor.

- The Governor, who could have me impeached.

Dorothy was on probation.

- But you don't have any idea what

it would do to her to have to go back to prison!

Do you know what Dr. Mapes said?

That she's on the end of a real breakdown

that any emotional shock. - I'll do everything

I can to see that she gets to the right

kind of institution, she's not going to be

thrown into a dungeon.

- All right, Frank.

What do you want me to do?

- I want you to bring her in tomorrow.

I'm not going to have them issue a warrant for her.

June.

This can't change how I feel about you

except feeling sorry, knowing what you have to live with.

- I know, you're very kind, Frank.

I should have known you'd be like this.

- Don't you know by now I don't judge you?

I just love you.

[somber music]

[women laugh]

- [Martha] Come on, we've gotta get busy.

[door clacks]

- Oh, Junie, you're home early.

- Yes. - These gonna all be

all right here? - They're lovely, honey.

Hello, Martha.

- No one called, Miss Lyons, she's been

fine, absolutely fine.

- How do you feel?

- Never felt better.

Slept like a log.

- Dor, things are in a mess.

I hate to have to tell you this but,

you have to go back, tomorrow.

- To jail?

- Oh honey, Frank says it doesn't

have to be prison, just a nice quiet

rest home, some place close by.

But you have to face the charges.

- Nice state institution, all the modern conveniences.

Steel bars at every window. - Don't talk like that.

- Shock treatments in different buildings.

- Dorothy, please. - I've been there,

I know what it's like, I've been to the good ones,

the crummy ones, the ones you wear uniforms,

the ones you don't, I'm an expert.

- Honey, it's for your own good.

You've got to get well.

Don't you see what happened yesterday

could happen anytime and then it will be prison?

All I want for you is what's best

- All you want is to get rid of me.

You want Ben for yourself.

- Let's leave Ben Grace out of this.

- Press the button and little Dor

is shipped off to some nice nut house.

- Dor, how can you talk to me like that?

I've tried to look after you ever since

Dad died. - Oh, looked after me.

I've been shoved off on more people

than you can shake a stick at.

- Well I had to make a living, didn't I?

- Oh sure, you had to make a living.

You had to get ahead, be promoted.

One day you woke up and realized

suddenly you hadn't been on the cover of Time yet.

- I gave you everything I could.

- Because you felt guilty, you had

a bad conscience, you know how it started.

That charm bracelet, the one Mama gave to you.

I had to have it.

So I stole it.

I liked taking it, I liked the sensation.

It was fun, so it was you, June, yoU!

And all the things you bought me

they pay off a lot of years, don't they?

- A lot of years, what do you think

I've been through in lot of years?

Holding my breath every time I saw

a cop pass by the house, trying to

fix things and square things and pay

things off, all because my sister

didn't have any more morals than an alley cat.

Oh, you're a fine one to tell me

how I should have lived my life.

If I didn't earn money, who'd get you

out of trouble, and who'd pay off

those lovely friends of yours you seem

to attract the way garbage does flies?

Oh Dor!

Dor!

I'm sorry.

- You're right, June, you're always right.

I'll have to go back, tomorrow.

[machine clacks]

- All right Sergeant, that's all.

- What's the idea, Dave?

That cop was rousting me like a pickpocket.

- I told him to bring you in.

You think you've got more privileges

than any other citizen.?

- All right, Chief, what's your problem?

- My problem I'll worry about.

Jansen wants you in his office this afternoon.

- Oh, I think you better calm Jansen down.

He's liable to get an earful about

honest Dave Dietz. - You'll be there, Ben

or I won't send out just a cop.

I'll have squad cars all over that beautiful

driveway of yours.

- I seem to remember, Chief, that you're the one

who sprung the lock on her.

- Good with a knife, aren't you?

Use your friends till they start dragging

then cut em right off.

- What are you beefin' about?

Those look like fifty dollar shoes to me, copper.

- Now you listen, Ben, Dorothy Lyons

is just another thief right now.

And you're just another guy who asked me

to do something outta line.

[phone buzzes]

Yes, all right in a minute.

You both better be in Jansen's office.

On time. [machine clacks]

[safe clacks]

- I kept it on hand as you told me, Mr. Grace.

30, I think.

- Is that all?

- No sir, no, there's an additional six

that I always keep here.

- I'll take it.

[paper snacks]

What's that?

- Mr. Coulter asked for it.

- Solly's attorney?

Yes, Coulter was afraid that Mr. Caspar's

safe deposit boxes and everything

would be subpoenad but the State's attorney.

- What's the key to?

- The vault at the beach house.

- The vault? - Yes, in the basement

you know behind the furnace.

- I'll look after that.

- How do I charge the 36,000 Mr. Grace?

- Charge it to the blue account.

- Yes sir. - I'll put it back next week.

[door clacks]

- Betsy, no more appointments,

the mayor's gone for the day

and I'm just leaving, cancel everything.

- Everything but me. - Ben, Frank wanted

to see you, but he. - I've got a better idea.

- What's that?

- You and me, no Dorothy, no Jansen

no Dietz, I wanna pull out, with you.

- You know I can't leave Dorothy.

- Why not?

What'd she ever do for you?

- I can't run away from anything.

- Because of him?

- No, not anymore.

- Alright then lady, you got yourself a deal.

We're two hours from San Francisco.

After that we just put a pin on a map.

Scare ya?

- Yes, it does scare me.

- I've got $36,000 in cash here.

After I stop up the beach, I'll have

another 160,000 more.

- Two weeks ago maybe, even two months ago maybe

but not now, Ben, it's too late, I'm sorry.

- That's too bad, lady.

We'd have made a great combination.

[door clacks]

[door bangs] - Dorothy?

- I thought I heard you.

Your sister hasn't come down yet.

- She hasn't?

Haven't you seen her at all?

- No, I imagine that sedative you gave her, you know.

I've got a lovely crab salad for lunch

but I wondered about the melon.

- Dorothy!

Dor!

[dramatic music]

Honey!

Martha!

Martha!

She's gone.

I've got to find her!

[car engine roars]

[door clacks]

[hums]

- My name is Dorothy.

- Well, how do you do?

- I just walked in, where is everybody?

- Are you a friend. - Are you a friend of Ben's?

- [laughs] That's uh, not exactly

the expression I'd use, are you?

- That's not the expression I'd use exactly, either.

- I wonder when he's gonna get here.

Not that there's anything wrong

with the people who are here already.

Just that I'm anxious.

- Don't you know when he'll show up?

- Who knows with Ben Grace.

But I bet if he knew I was waiting

here for him, nice and quiet on his couch.

He'd be here sooner than this.

- He thinks that much of you, Dorothy?

- He thinks that much of me, Dorothy.

- Stand up, Dorothy.

- No arguments.

- Put on your shoes.

[wood bangs]

- You wouldn't put me away anyplace, would you?

- Of course I wouldn't.

- I know Ben wouldn't, that's why

I came to Ben's house, but no Ben.

- We'll see him, real soon.

- Nice material, I love it [laughs].

[laughs]

- Hi Jim. - Hi, Ben.

- The old buss all gassed up?

- Yeah, she's set to go, but what do you

want it for, you can tool around in this tiger?

- I'm driving to the coast with this bull.

Turned us all to my uncle.

- You're the boss, but gee, I spent two days

polishing this up, you know Ben,

driving that new one, everyone knew

it was Ben Grace, now you're just gonna be

another schmo on the highway.

- I never thought of that.

- Say, Mr. Grace, as long as you're not gonna use it,

I got a real hot date tonight.

- Sure, sure.

Here, knock her dead. - Thanks.

[engine rumbles]

[explosion roars]

- Doesn't anyone answer up there?

- Ben'll answer, always takes Ben

a little time to get around to things.

- Just ask him now.

Tell him you're having a little party

all by yourself and you miss him.

- That wouldn't be quite the truth

would it, all by myself I mean [laughs].

[phone rings] [car clicks]

[door bangs] - Ben, are you here?

Ben, answer me!

Dorothy!

Ben!

- Hate to say it, I don't think

he's gonna answer. [phone rings]

- Hello, hello?

- Oh, is that you, Mr. Grace?

What's keeping you, Mr. Grace,

here I am all by myself in Solly's

nice little beach house [laughs]

if you'd be here, it'd be a lot cosier, wouldn't it?

[laughs] [phone clacks]

- Dorothy!

Dorothy! [phone clacks]

- Okay? - Fine.

[laughs]

- I like you.

- Oh. [phone tings]

[car engine roars]

[car engine roars]

- How'd you know where to find it all?

- I'm an old friend of Ben's.

- Never saw so much money in all my life.

You uh, you gonna give it all to Ben when he comes?

- I'll give it to him.

- Could I have some, just once?

- Sure, why not?

You earned it, Dorothy.

- I did?

- If you want more, just ask for it, I don't mind.

- No fun that way.

[car engine roars]

- You ever been to Mexico, honey?

- Never have. - Like to go with me?

- Maybe I'd like that very much.

[door knocks] There's Ben!

- Wait a minute.

You'll spoil the game.

Now you sit over there in that chair

right there, facing the door.

Come in, that's all you say, come in.

[door knocks]

- Come in.

Come in!

- Dor!

- Where's Ben?

- Are you all right?

- Who's this, Dorothy?

- My big sister, June.

Always walks in at the wrong times.

- I'm taking you home.

- I know where you wanna take me.

- Dorothy. [skin smacks]

I'm taking you home.

- Leave her alone.

- You leave her alone, Caspar,

can't you see she's sick.

- Sick [laughs] that's a terrible way

to talk about a cute kid.

Come here, honey.

[Dorothy laughs] Sick?

I think she's nothing but a laugh.

- [laughs] He doesn't think I'm sick.

- So you're that smart girl Jansen

always had on the side.

I got a real good reason to kill you.

I got you to thank for Mexico, you and Ben.

Back up smart girl.

- Are you really gonna give it to her?

- Run, Dorothy, run!

- Why should I, honey bunch?

- Yes, why should she?

The boys'll be here about nine, and we'll have

ourselves a barrel of laughs.

Then I'm taking little Dorothy and flying

down to Mexico with her and we'll be flying

like bats upside down and every which way.

[Dorothy screams] [Dorothy laughs]

You sit there where I can keep

an eye on ya, honey.

Hey, maybe we'll have ourselves a ball right here.

Keep walking backwards, slow, so you don't

stumble over anything.

Feel the door, you feel the handle behind you.

- Dorothy, no!

[Dorothy laughs]

- Back out on the terrace.

Too bad you won't be around for the rest

of the floor show, smart girl.

Pretty soon, the tide'll be taking you bye bye.

[gun smacks] [dramatic music]

[gun roars] [gun roars]

[Dorothy screams]

[Dorothy screams]

[car rumbles]

[Dorothy screams]

[door bangs]

- Dorothy!

Listen to me, it's June.

Ben, help me with her.

- Let's put her on the couch.

Knew she was crazy but I didn't think

she was crazy to kill anybody.

- I did it, I shot him.

- You?

Well come on, let's get out of here.

Come on, help me grab some of this.

- I'm not going with you.

- What do you mean you're not going?

You're mixed up in a killing!

What kind of a witness do you think she'll make?

- You weren't any part of this, go on

take your money, you've got everything you ever wanted.

[dramatic music]

- You're quite a girl, aren't ya?

[gun roars] [porcelain clacks]

[Dorothy screams]

[gun roars] [gun roars]

[gun roars] [gun roars]

[gun roars]

- Ben, you've been hit.

- Yeah.

- Solly's men'll be here at nine.

You better get out of here while you can.

- How far do you think I'd get with this bullet in me?

[car engine roars]

[phone clacks]

Five, four, three.

- What are you doing?

- Three, let me speak to Chief Dietz.

Dave, this is Ben, oh shut up.

Look I want you to get up to Solly's

beach house at nine o'clock sharp.

Bring a full squad and bring an ambulance.

Dave, be on time, nine o'clock sharp!

[car engine roars] [dramatic music]

- Lenny, Bruce, Grannar!

Get me in the house, the rest of you guys

go round the terrace, I got Ben Grace holed up in there.

- Let's get her upstairs.

[dramatic music]

[car engines roar]

- Junie? - Yes, honey, I'm here.

- Take care of me. - I'll take care of you

darling, you're going to have help

lots of help, don't worry, you're going

to be all right. - Yes, but.

June, you come with me.

- I'll be with you, darling.

Go to sleep, rest.

[car engines roar]

- Up there! [door bangs]

- Oh, Junie. - Yes, darling, I'm here.

- [Sol] Turn that chair around.

- [Man] Ben!

It's all over.

- [Lenny] We're all here.

- [Grannar] We got you, Ben!

You gonna come out, or you want us to blast?

Solly says if you come out first,

nothing will happen to the girls.

[dramatic music]

- You got a deal! - Ben!

[gun rumbles]

[door bangs]

- Hi Solly.

- Come on down.

- What's the matter, this type of work

outta your line?

Gotta bring Lenny and all the boys, big man.

That the kind of odds a big man needs?

[laughs] Got me zeroed in and you still

can't do it yourself.

Big man.

- Shut up, bright boy.

- No dirty hands, no guts.

No guts, oh I forgot, you work

on the brain level now, too important

to the organization, Solly Caspar, gutless wonder.

- All right, you asked for it, genius.

You asked for it once too often.

Little by little I'm gonna cut you to pieces.

[gun roars]

[car engines roar]

The old man can still handle it, can't he?

How's about the other side?

[gun roars]

Still got your legs, genius.

[doors clack] [gun roars]

- Make a move and you get it! - Hold up, Lieutenant!

- Ben! - Get em outta here!

- Ben, Ben, darling.

- June!

June?

June?

- [sobs] Hang on, Ben for me, hang on.

- Can't, can't say I'm worth it.

- Ssh, don't talk, darling.

Don't talk.

- [Dietz] Get a stretcher.

- Let me decide if you're worth it or not.

[metal clacks]

- June, June?

Junie?

[somber music]