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When gangster boss Chink Moran is drafted, his confederates Rickey Deane, "the brains," and Louie Lanzer, "the brawn," decide to retire from racketeering for a while. They are soon pulled over for a speeding violation in the unincorporated town of Middle Village, however, and when the judge fines them an outrageous amount of money, they refuse to pay and are thrown in jail. Judge Paradise, who runs the jail as a boardinghouse, explains that he set the exorbitant fine because the town is bankrupt. Rickey and Louie buy the town as equal partners and bring in the rest of Chink's former thugs to run the town: Ziggy, a criminal, becomes the chief of police; Crusher Howard, an arsonist, becomes the fire chief; Fingers Flint becomes the city engineer; and Louie becomes the business manager. The gangsters board at the home of crime fan Henrietta Teagarden, who has ardently followed their careers through newspaper articles. Rickey sets up the jail as a first-class luxury hideout for fugitives and reaps $1,000 per person, per week for the accommodations. The judge's beautiful daughter Virginia threatens to warn the FBI of Rickey's nefarious activities if he does not reopen the town factory and hire the citizens. When Crusher burns a building just so he can try out his new fire truck, Rickey invests his money into rebuilding and spruces up the town, and the racketeers slowly reform into leading an honest life. Some time later, Chink works his way out of the army and comes to Middle Village to take over the operations. Chink buys Louie out after playing on his dissatisfaction with regular life. The racketeers panic when government officials arrive in town, but the agents are only interested in reopening the factory to manufacture gas masks for the war effort. Rickey is disappointed by Louie's disloyalty, and Chink, who refuses to reopen the factory for legitimate business, decides to burn the place down. Louie tries to redeem himself by buying Chink out, but Chink refuses, and after he starts a fire at the factory building, he and Louie exchange gunfire. Louie wounds Chink, who then gets caught in a machine. Rickey and Louie keep Chink trapped in the machine as the fire burns closer until he agrees to sell back his half of the town. Ziggy arrests Chink for arson, and Rickey promises Virginia that he will discontinue using the jail as a hotel for fugitives. Louie insists that Rickey pay him back for his disloyalty, so, after Rickey breaks his hand on Louie's face, he and Virginia marry.