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After gangster Baby Face is killed in a shootout with police, his devoted girl friend, "Two Gun" Honey Blake, is sent to a State Prison for Women in the South. On her first day at the ill-equipped, poorly run facility, Honey antagonizes cruel guard Darcy by being insolent to the warden, Mrs. Ballard. Visiting that day is lawyer Jeff Darrow, who has been sent by the governor to investigate allegations of cruelty and mismanagement, and he is appalled by the harsh treatment meted out to Honey, who is sent into solitary confinement. Ballard asserts that she does the best she can with a limited budget, then warns Jeff that he does not understand how hardened the prisoners are. Jeff still questions her methods, however, and after Ballard storms out of her office, he approaches prisoner Nora Collins, who works as the warden's secretary. Nora, Jeff's former fiancee, is bitter about his inability to help her during her trial for a theft she committed to help her young brother, but Jeff maintains that he could do nothing due to her lack of trust in him. Jeff assures Nora that he still loves her and is eagerly anticipating her release in two months, but Nora brushes him aside. Nora then convinces Ballard to let Honey out of solitary, but is annoyed when Ballard orders her to report on Honey's actions. Nora tries to calm down the frightened, belligerent Honey and decides that under her tough exterior, Honey has a good heart. That night, Honey has a fight with Kate Morrison, a tough prisoner who objects to Honey's assertion that her lover, gangster Joe Mabry, has married someone else. Kate, who confessed to a robbery committed by Mabry to prevent him from being jailed, had believed that he would stay true to her because she hid the $50,000 that he had stolen. Kate realizes that Honey is telling the truth, however, and later that night, convinces Ballard's simple-minded brother Cletus to take her for a ride in his car. Cletus, who cares for the bloodhounds that patrol the grounds, is easy prey for Kate's sexual teasing, but before she can escape, the pair are picked up. Wanting to punish both Kate and Cletus, the sadistic Ballard forces her brother to turn a high-powered water hose on Kate, whose screams prompt Honey to grab the hose and aim it at Ballard. Honey is felled by a blow from Darcy, and the next day, Nora visits Kate and Honey in the dispensary. Nora's visit is interrupted by Darcy, who tells them that Nora was assigned to inform on Honey, and then drags Honey off for a six-month sentence in solitary confinement. Knowing that Honey will be unable to withstand the punishment, Nora calls Jeff to beg for help, and is crushed when he tells her that he needs time to take action. Darcy catches Nora and beats her with a rubber hose, after which Nora reveals to Kate that Darcy is actually a trustee, not a guard, and was sentenced to prison for maltreating her patients when she was a nurse. Now convinced of Nora's trustworthiness, Kate reveals that she has planned to escape with Honey. Nora steals the key to the solitary confinement cell and tells Honey to sneak out later that night and take one of the day guards hostage as he is leaving. Kate's plan goes awry, however, when Cletus unexpectedly begins to patrol the grounds, and she is forced to distract him from Honey's actions. Honey succeeds in capturing the guard and obtaining his gun, but after Ballard refuses to open the gate, Honey and Kate hold him hostage in the barracks. Responding to Nora's earlier plea for help, Jeff arrives at the prison and is apprised of the situation. Jeff insists on talking to Kate himself, although she tricks him into getting her and Honey into the administration building, where they then take him and Ballard hostage. Hoping to protect Jeff, Nora insists on accompanying Honey and Kate when they leave, but as they drive, Ballard tries to foster a quarrel between Honey and Kate by insinuating that Kate is only interested in retrieving her stolen loot, after which she will abandon the others. Meanwhile, Mabry hears about Kate's escape, and, knowing that she hid the money on her mother's farm, goes there to confront her. After Honey's erratic driving gets their car stuck in the mud, Kate disappears through the swampland surrounding the farm, and the confused Honey forces Nora, Jeff and Ballard after her. Cletus follows with the police and his hounds, and when the exhausted Ballard falls and cannot keep up, the hounds maul her to death. When Honey allows them to rest, Nora admits how much she loves Jeff, and Jeff, telling Honey that conditions at the prison will improve, urges her to surrender. Honey persists until they reach the farm, however, and they hide in the barn when they see Mabry confront Kate. The couple are bickering when the police arrive, and Mabry uses Kate as a shield, tossing her dead body aside when he reaches the barn. Inside, Honey levels her pistol at Mabry and forces him to give himself up, then, telling the police that Nora was a hostage rather than a willing participant, frees her and Jeff. Uncertain what to do, Honey recalls both Jeff's encouragement and Baby Face's determination to die battling the police, and decides to toss out her gun and face the future with Jeff and Nora's help.