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| Henry Fonda | Joe |
| Barbara Bel Geddes | Jo Ann |
| Vincent Price | Maximillian |
| Ann Dvorak | Charlene |
| Howard Freeman | Sheriff |
| Moroni Olsen | Chief of Police |
| Elisha Cook Jr. | Frank |
| Queenie Smith | Mrs. Tully |
| David Clarke | Bill |
| Charles McGraw | Policeman |
| Patty King | Peggy |
| Robert A. Davis | Freddie |
Shortly after a violent encounter with magician Maximilian, Joe Adams is shot by police. As he lies dying in his apartment, he reflects on his past. The flashbacks follow Joe as he falls in love with young Jo Ann, who is also being courted by Maximilian. Jo Ann begins to favor the compassionate Joe over the possessive magician, and Maximilian heads to Joe's apartment intending to kill him, resulting in a dramatic standoff.
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