Characters:

James Cagney as Cody Jarrett

Virginia Mayo as Verna Jarrett

Edmond O'Brien as Hank Fallon/Vic Pardo

Margaret Wycherly as Ma Jarrett

Steve Cochran as Bid Ed Somers

Directed by Raoul Walsh. Written by Ivan Goff and Ben Roberts, from a story by Virginia Kellogg.

Opening scene: the train emerging from the tunnel. A black car is racing along a remote California highway to meet up with a train. Cody Jarrett jumps down onto the slowing train from atop a tunnel, gun in hand. Two gang members are already on the train, several more outside. During the robbery of a money car, four people are killed, and one gang member is scalded badly by steam. The rest get away with $300,000 in cash.

The gang holes up with Cody's mother in the mountains. Cody wakes up Verna to help Ma. Big Ed wants to get out of hiding. Cody knows Big Ed would like to replace him--in the gang and with Verna. Cody has a seizure and falls to the floor; his mother follows him to the bedroom. "He's nuts," Big Ed says, "just like his old man."

(10:00) His mother rubs his head until the pain goes away. "Like having a red hot buzz saw inside my head." "Top of the world, son," Ma says, giving him a drink of liquor when he recovers.

A storm is coming. Cody orders the gang to prepare to leave. Verna wants him to keep all the money and not share with the gang. They leave the injured Zookie. Cody sends Cotton back to shoot Zookie, but he fakes it, leaving him alive. The two cars leave, Big Ed and Verna making eyes at each other. Police later find Zookie dead in the woods. Dust from the tunnel ties Zookie to the train job. The Treasury office in Los Angeles ties Cotton's fingerprints, found on a pack of cigarettes, to the Jarrett gang.

The gang meets at the Milbanke Motel in L.A. While Ma is out buying strawberries, Verna sasses Cody, who kicks her down. An agent spots Ma in the market and marks her car to follow; treasury agents block her in using the A-B-C method. Ma thinks she's lost the tail. The agents do lose her in traffic, but catch her at the Milbanke. The Treasury agent supervisor, Phil Evans, attempts to arrest Jarrett, but Cody wounds him and escapes with one car in pursuit.

Cody, Verna, and Ma take refuge in a drive-in theater. Cody tells them his plan: he's going to plead guilty to a crime in Illinois to avoid the rap for the tunnel job--the crimes happened on the same day. "You're the smartest there is," Ma tells him. "What'll I do for two years?" Verna asks. "Same as you did before," Ma says. "You better not," Cody says.

Ma and Verna talk to the police. They say they were at the drive-in watching "Task Force." They deny being with Cody. Police know better but let them go. The newspaper headline says: "Cody Jarrett Surrenders."

Hank Fallon arrives (31:00). He's been undercover in San Quentin. A college degree, and he spends all his time in prison doing undercover work. He's going to be assigned to the Illinois prison with Jarrett--to find out where the tunnel payroll is and who the fence is.

Evans, the supervisor, tells Fallon there is insanity in the Jarrett family; his father died in an institution. Cody used to fake headaches to get his mother's attention; then they became real. Cody is not an easy person to get close to, except for a close, psychopathic relationship with his mother.

Cody is sentenced to one-to-three years for the robbery of the Palace Hotel. Fallon (now known as inmate Vic Pardo) gets to know him. Pardo gets put in solitary for a month for fighting. Pardo and Jarrett are in a four-man cell. One of the others is a lip-reader.

The gang, under Big Ed's leadership, pulls a job for $57,000. Verna and Big Ed talk. Big Ed has a plan to get Cody killed. Ma sees them kissing through a window.

Another inmate, Roy Parker, tries to kill Jarrett by dropping a motor on his head in the prison shop; Pardo knocks him out of the way. Cody gets a visit from Ma; she tells him Big Ed and Verna have run out. He says he'll take care of them when he gets out. Ma says Big Ed must think he'll never get out of prison. Ma says she's going after Big Ed. Cody yells at her not to, but she ignores him.

Cody has a headache attack. Pardo rubs his neck and covers for him helps him to get back on his feet. Cody feels closer to Pardo. He tells Pardo he's thinking about breaking out. Pardo tells him he has his own scheme. He's good with electricity; he's figured out a way to beat the generators.

Pardo tells his "wife" of the escape plan. She is to get a car with a radio monitor planted on it.

The convicts come into the dining hall for chow. Pardo tells Cody, "Tonight." While they're eating, Cody sees an old gangster from the coast. He sends word down to ask how's his mom. The word comes back down the line, "She's dead." (1:01:30) Cody goes crazy. He climbs on the table, falls around, punches guards, screams and cries until he is finally carried out. Riley takes him food. Cody is in a straight jacket. The doctor says he is violent, homicidal, ready to be transferred to a mental hospital.

The Treasury agents call off the escape plan. Prison authorities come in to transfer Jarrett, but Riley slips him a gun and he takes the officials hostage. Jarrett gets the doctor to order Pardo and two other cons to the hospital. They lock the other staff up, then the five cons and Dr. Harris head for the front gate in a car. Parker is in the trunk. The guards lets the car out without inspecting it.

The escaped cons change clothes and prepare to drive away. Parker, still in the trunk, says, "It's stuffy in here. I need some air."

Cody fires four shots into the trunk, saying, "I'll give you a little air."

Jarrett's gang is reportedly headed for California, where Verna and Big Ed are holed up. "Cody ain't human," Verna says. She wants to run away. Big Ed says if she runs out, he will tell Cody Verna shot his mother in the back. She decides to stay, but can't sleep. She puts on her coat and climbs out the window. Cody catches her in the garage. She says Big Ed forced her to stay, then shot Ma in the back.

Verna leads Cody into the house. She goes upstairs to find Big Ed. Cody comes up behind him and shoots him in the back through the door as he tries t run away. The other escapees come in.

The gang is planning another robbery using a gas tanker truck. Cody gets the idea of the Trojan horse, telling the gang the story his mother told him. A lost fisherman comes up: it's "the Trader," who disposes of stolen money and helps set up jobs. Pardo meets Daniel Winston, the Trader. When Pardo tries to slip out to tell the police, one of the gang stops him. Cody comes up and asks him what he had in mind. Cody tells Pardo he's been out talking to his mother. "That sound funny to you?" His old man died screaming in a nuthouse, then his brother. His mother wanted to put him on "top of the world," as she always said.

Cody, Verna and Vic talk about taking a vacation after the chemical plant job. When Cody and Verna go off to bed, Vic fixes the radio to be a transmitter and hides it under the truck. When the truck stops to add water to the radiator, Fallon writes a message to police on the mirror in soap. The gang meets Trader en route to the chemical plant. Unknown to Fallon, his old nemesis Bo Creel is to drive the tanker truck in.

Someone notices the message on the mirror and calls the Treasury agents. They pick up the radio signal and begin trailing the truck. They follow the truck to Long Beach, where the gang has already gotten out of the truck at the plant--198th and Figueroa. The gang gets to the safe. Fallon and Bo Creel have still not noticed each other. When Creel does see him, Fallon picks up a gun and covers them. Another gang member cold cocks him. Police call for them to come out with their hands up. Verna says she can get him to come out, if they'll go easy on her. Police say no deal.

Jarrett starts shooting. The cops fill the plant with tear gas. Fallon escapes to the police outside in the confusion. Police chase and kill off the other gang members one by one until only Jarrett and Riley are left. Jarrett is laughing like a maniac. When Riley tries to surrender, Jarrett shoots him in the back.

Jarrett is hiding on top of one of the storage tanks. Fallon gets a shot and shoots Jarrett two or three times with a rifle. Jarrett is still staggering around, laughing. He shoots into the tanks which catch fire and explode. "Made it, Ma, top of the world," are his last words. Fallon observes the same thing, and adds that it blew right up in his face (1:54:30).