Suave, lip-reading DA Thatcher Colt plans to get away from the big city for a while. So he and his secretary, Miss Kelly hop on a train for an Upstate NY town called Gilead. They expect a calm oasis, but when a small time circus rolls into town they soon find themselves caught up in a sordid tale of marital infidelity, murder, cruelty to animals, and cannibalism.

As a luxurious ocean liner makes its way across the Atlantic Ocean, the audience is made privy to the travails of several of its passengers. Edmund Lowe heads the cast as Monty Greer, a suave gambler who falls in love with Judy, the daughter of immigrant lens grinder Rudolph Kramer. In trying to recover some valuable securities stolen from banker Henry Graham, Greer finds himself in the middle of a fierce gun battle in the ship's engine room. Meanwhile, Graham, who has been cheating on his wife Kay with sexy dancer Sigrid Carline, is murdered by person or persons unknown.