A disillusioned intellectual (Leslie Howard) arrives at a diner in the middle of the desert and strike up a relationship with the waitress and daughter (Bette Davis) of the owner. Things turn complicated when a criminal gang (Humphrey Bogart) appear along with a group of travellers (Genevieve Tobin). The film is based on a play that stared Howard and Bogard and so is more dialogue than action. It is though the performance of Leslie Howard that is central to story and the film.