Kimble is befriended by a troubled woman who gets him a job working in a veterinary clinic. Her involvement with a no-good carny worker brings him trouble and the attention of her stepfather, a former cop, who thinks he recognizes Kimble.

Playing a kind of Prof. Higgins to his Eliza Doolittle, Kimble schools an uneducated woman while her boyfriend works his next big score. An undercover policeman, originally shadowing the gangster boyfriend, takes an interest in Kimble.