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Kelly (Constance Towers), a prostitute who wants to transform her life, beats up her pimp, takes the 75 dollars he owes her, and leaves town. Winding up in the small town of Grantville, she turns a trick with Griff (Anthony Eisley), who is actually the sheriff. After paying her for sex, Griff tells Kelly that Grantville is a clean town and orders her out, though he refers her to a brothel in a neighboring city. Instead, Kelly makes a final break with her past and becomes a nurse's aide at the local children's hospital. In that capacity, she meets Grant (Michael Dante), who is a benefactor of the hospital, a descendant of the town's founder -- and Griff's best friend. As Grant and Kelly fall in love, Griff viciously accuses Kelly of using her hospital job to hide ongoing illicit activities. When Kelly tells Grant about her past, he seems to accept her without reservation and proposes marriage; however, Kelly soon learns the perverse truth about her fiancée and takes matters into her own hands. Samuel Fuller's raw film noir exposes the hypocrisy of a supposedly proper society. Beneath the veneer of respectability lies an exploitive abuse of power, no different from that of any pimp.