An aspiring small-town criminal, Caesar "Rico" Bandello (Edward G. Robinson) relocates to Chicago to hit the big time, accompanied by his buddy, Joe Massara (Douglas Fairbanks Jr.). While Rico makes a name for himself in the underworld, Joe decides to leave the life of crime and ventures into show business, where he meets the lovely dancer Olga (Glenda Farrell). Though Rico and Joe try to honor their friendship, eventually their choices take them down dramatically different paths.