Hardened criminal Tommy Connors (Spencer Tracy) enters Sing Sing prison convinced that his reputation and some bribery through his lawyer, Joe Finn (Louis Calhern), will control warden Paul Long (Arthur Byron). But Long rejects the bribe and insists that Connors accept his role as just another convict. After initial hostility, Connors knuckles under, and over time wins Long's trust. However, when his girlfriend, Fay (Bette Davis), is gravely injured by Finn, his reformation is put to the test.