Sherry Conley (Ginger Rogers) is a model who is in prison for a crime she did not knowingly commit. She is offered a deal for her freedom by U.S. attorney Lloyd Hallett (Edward G. Robinson) if she will testify as a witness in the trial of mobster Benjamin Costain (Lorne Greene). Hallett hides her in a hotel under the protection of a squad of detectives led by Lt. Vince Striker (Brian Keith), where she stalls making a final decision while she enjoys expensive meals from room service. Despite the presence of the prison matron escort Willoughby, sparks begin to fly between cop and potential witness.