In this gritty, pre-Code melodrama, hard-luck dame Lilly Turner (Ruth Chatterton) has a terrible habit of falling for the wrong men. After her marriage to a flamboyant but abusive carnival magician falls apart, she flees into the arms of an alcoholic barker. But when a psychotic strongman develops an obsessive fixation on her and a genuine, gentle man (George Brent) enters her dreary life, Lilly fights to finally take control of her destiny.