Three women share a cell in prison: Annie is a veteran and plans escape; Millie is innocent; and Linda is suicidal but falls in love with the doctor.
Convicted women on a boat are not allowed to talk to men. Linda Wilson (Sally Eilers) tries to jump overboard but is stopped by Dr. Philip Duncan (Louis Hayward). Linda and young Millie Anson (Anne Shirley) share a cell with Annie Barry (Lee Patrick), who is planning an escape. Annie says Linda is a stoolie and gets her punished. Dr. Duncan tells head matron Clara Glover (Esther Dale) to let the prisoners out in the yard on Sundays, but she refuses. Dr. Duncan instructs Linda on nursing and interviews her. He offers to let her kill herself with a hypodermic, but she declines. Millie tells Linda that she took the rap for her boy-friend Dave so that he could go to law school. Linda is transferred to hospital work. During a search Annie puts her drugs in Linda's shoes, and Linda is put in isolation.
The women fear a typhoid epidemic, and Dr. Duncan calls for Linda. After hard work he gives her a cigarette. Annie tries to befriend Linda to get the keys; but Linda won't help Annie. Dr. Duncan kisses Linda and is seen. He proposes they marry when she gets out. Millie gets a visit from Dave. When a woman dies, Warden Miller (George Irving) blames Glover for ignoring her heart condition; but Glover tells him that Dr. Duncan is carrying on with Linda. Dr. Duncan admits to the warden that he is in love with her. Warden Miller tells Linda that marrying Dr. Duncan would ruin his career and asks her to break it off.
Linda tells Annie that she wants to get out and agrees to get the keys. Annie promises that it will just be the two of them. They capture a matron, and Annie gets a gun. Annie uses a fire ax to spread smoke from a pipe. Prisoners are let out and riot. Millie and a half dozen find Annie and Linda. A woman with a gun stops them; but Annie shoots her. Millie is also killed. Annie makes Glover call the gate and drive her and Linda out. They leave Glover in the cold. While Linda drives, Annie dies. Linda is wanted. Dr. Duncan leaves the warden, who denies saying anything to Linda. She goes to hear Dr. Duncan speak but is arrested instead. In her trial women testify she was the leader. Dr. Duncan calls Warden Miller to come and is allowed to question him before the judge. Warden Miller admits he told Linda to end it with Dr. Duncan and that she was not the leader and did not have a gun. The judge sentences Linda to only one year and orders an inquiry into the perjuries.
This drama captures the hopelessness of being in prison though some of the melodrama stretches the realism. One man turns Linda toward life and hope but another with authority takes that away, turning her to desperation.