Models Inc.

In Hollywood, Rusty Faraday surprises her boyfriend, Cronin, in his hotel and blackmails him for cash in return for not revealing their affair to his wife. Before leaving the hotel, Rusty spies on a fashion show rehearsal featuring the famous Stafford models. When she spots the agency owner, millionaire John Stafford, she pretends to be injured in order to meet him. The next day, after betting her bartender friend Looie that she can land John, Rusty is accepted as a student at the Stafford modeling school. Over the next weeks, John takes note of Rusty as she is transformed through improved posture, hair styling and makeup. After Looie shows her a newspaper photograph of John with a socialite, Rusty visits John's office and claims to be unable to afford the rest of the classes. Her apparent sweetness touches John, who offers to fund her studies and take her to lunch. Within weeks, they are seeing each every night, and John has furnished Rusty with a new wardrobe, apartment and Jaguar. One night, Rusty returns home after a typically enjoyable date to find her ex-boyfriend, Lennie Stone, waiting for her. Lennie, an inveterate crook, has just been released from prison after two years, and chastises Rusty for letting him take the full blame for their last heist. Rusty tries to spurn him but, as usual, cannot resist him. At first, she refuses to accept his plan to set up a racket in which men can photograph and meet unsuspecting Stafford models, but when Lennie threatens her, she agrees. The next day, with Lennie's help, Rusty impresses John by making a fancy homemade dinner for his birthday and soon persuades him to let some of his models freelance for Lennie. One night, John is upset to witness Rusty being dropped off by Lennie, but she charms him out of his jealousy. A few days later, John proposes to her, asking her to call the next day with her answer. Rusty, though stunned that John wants her, grasps at this opportunity to escape her checkered past. She informs Lennie that he will have to continue without her, but he convinces her that they belong together and she can expect no better. The next day, John, distraught after hearing no word from Rusty, goes to her apartment. Ignoring Lennie's presence there, John asks her to leave with him, but Lennie beats him up. Rusty tells Lennie to leave before he is arrested, and when John comes to, she accepts his proposal, and the two are married that night. The next night, however, Lennie throws a "bathing suit convention" party, during which one of the Stafford models is pursued so aggressively by a "photographer" that she falls out of a window to her death. Upon returning from their honeymoon, John learns about Lennie's shady business and blames Rusty for not telling him about it, wondering aloud if he can ever trust her. Dejected, Rusty returns home to pack, and when Lennie visits, she tries to throw him out, and he slaps her. Just as she collapses in tears against his chest, John enters and assumes that she has run to Lennie for comfort. In complete resignation, Rusty tells John it could never work for them, and Lennie seizes the opportunity to extort $15,000 from John as a divorce payment. When John leaves, Rusty breaks down and says she is too tired to keep running, but Lennie pulls her with him out the door. Before they can escape, however, detective Sgt. Moody, who has been investigating Lennie's past, enters, and Lennie knocks him out. Now forced to flee from the police, the two race to the bank, where Rusty cashes John's check. Outside, they are spotted and must abandon the Jaguar. They run through the streets to Looie's bar, but when Lennie demands that Looie hand over his gun, they tussle and a bullet is fired into Rusty's chest. She collapses, whispering that she is too tired to go on. Lennie escapes out the back door, but is gunned down in the alley by a policeman. He struggles back into the bar and drags himself next to Rusty's body, so they can die together.