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"Brains" Stanley is a consummate and gleeful con artist. When he sees the beautiful Grace Clark in a limousine, he pretends to have been hit by her car in order to meet her, then tells her that he is a wealthy philanthropist. Grace and Brains fall in love and have an affair. After he pulls a con on gangster Labels Castell, then cheats his own partners, Driller and Mousey, out of their share. Brains plans to leave town. He confesses his true identity to Grace, who is unaffected by the revelation and joyfully accompanies him. Adopting the nicknames Pat for him, and Mike for herself, the couple swindle their way across the country, always just ahead of the police. Although Grace becomes disillusioned with Brains when he gambles away their earnings and shows no interest in marriage, she stays by his side. Finally, they settle in a small town in Oklahoma and become respectable citizens, operating a glass coffin manufacturing business with a partner. Brains proposes to Grace, and all goes smoothly until Driller and Mousey appear and demand the $20,000 that Brains previously took from them. Because Brains meanwhile discovers that his partner has skipped town with all their earnings, he plans to rob the bank, fearing that Driller and Mousey will kill him. Brains, Driller and Mousey take some apartment dwellers hostage in an apartment building across from the bank, and dig a tunnel to the vaults. One of the hostages, a pregnant woman, dies in childbirth because the gangsters refuse to allow a doctor in. Grace is overwhelmed by guilt, and upbraids the criminals for their callousness. When police arrive in response to a bank alarm, Driller suspects Grace of having turned them in, and attempts to kill her, but accidentally shoots Brains instead. Driller is then killed by the husband of the pregnant woman and Mousey is arrested. Brains dies in the prison hospital as a priest performs a long-awaited marriage ceremony with Grace.