Marlowe escapes and convinces Moose that Amthor tricked him, then goes to Ann. When Marlowe learns that the police had asked Ann's father about the family beach house, which Marriott rented, Marlowe and Ann go there, where they find Helen hiding from the police. Ann leaves to tell her father where his missing wife is. Marlowe deduces that Helen hired him only to set him up for Amthor's interrogations and that Ann was trying to save him from the set-up. Helen attempts to entice Marlowe into helping her murder Amthor. Marlowe seems to go along with her plan, but finds Amthor dead already. Moose is waiting for Marlowe at his office. Marlowe shows Moose the photo of "Velma" he took from Jessie, and as he suspected, it is a fake intended to throw anyone looking for Velma off the track. In fact, Helen is Velma. Marlowe tells Moose to lie low until the next night, when he will take Moose to her. At the beach house, Marlowe has Moose wait outside while he meets with Helen to find out what happened to the necklace, but she pulls a gun on him. Jessie Florian had tipped her that he was looking for Velma, so she faked the robbery and the ransom exchange to kill Marlowe. Helen killed Marriott while Marlowe went down into the canyon, and was about to kill Marlowe when Ann came along, worried that her jealous father might be trying to kill Marriott. As Helen is about to shoot Marlowe, a lovesick Grayle shows up with Ann. He takes Marlowe's gun and kills Helen/Velma. Moose hears the shot and comes in, finding Velma dead. Grayle admits to shooting her, and Moose lunges for Grayle, who shoots him. Marlowe attempts to intercede as the gun goes off and his eyes are burned by the flash. Three more shots are fired. His story concluded, the temporarily blinded private eye is told that Moose and Grayle shot each other in a struggle for Marlowe's gun. Marlowe is escorted out of the building by Detective Nulty, with Ann following them and overhearing every word. Marlowe expresses his attraction for Ann to the detective. In the back seat of a taxi cab, the bandaged Marlowe recognizes her perfume, and they kiss. Cast Dick Powell as Philip Marlowe Claire Trevor as Helen Grayle/Velma Valento Anne Shirley as Ann Grayle Otto Kruger as Jules Amthor