It’s 1944, war time. The city is hot and tense. Crime has shot through the roof and jobs are scarce. If you are lucky enough to have two meals a day you can consider yourself rich. There’s talk of moral corruption on every radio station in town. It’s rough living; especially for voluptuous Barbara Wright, the only girl of seven, who uses her beauty to earn money as a pin-up model while her roommate and childhood friend, a demure Judith Lane, an only child, grinds away at a desk job. Living together in a small, one-room apartment, the two friends barely make ends meet. But all of their money troubles will be over as soon as Judith gets the promotion she’s been slaving for. That is until her boss, Rhoda Smith, offers her the promotion with a condition she cannot accept; turning their whole world upside down…. Fired and blacklisted in retaliation, Judith is unable to find another job and Barbara is forced to pick up more work as a pin-up model. She's introduced to Richard Mann, a handsome, sleazy photographer, who uses money to coax Barbara into taking more risqué photos for his financial gain. Meanwhile, Barbara and Judith’s struggle to survive has brought them closer and closer to each other; perhaps too close. Richard discovers the duo's secret and uses it against them. Now he wants them both. What will they do?