A limousine drives up a sinuous road to a mansion while a young woman on horseback races it and cuts across its path several times. The limousine pulls up to the mansion and a staff member greets the Senator who escorts a woman into the house. She thanks him for giving her a ride from the station. As she sits in the large foyer, she turns to face the camera for the first time, giving us the first look at Sandra Marshall (Barbara Stanwyck). Meanwhile, Senator Caldwell (Jerome Cowan) exits into another room. After a bit he returns to tell Sandra that his brother will see her now. Sandra goes into the adjacent room where Mark Caldwell (Errol Flynn) sits behind a desk. He reminds Sandra that the family is in mourning over the death of his nephew, so he assumes her reason for visiting must be urgent. Sandra reveals that she is the widow of the nephew. She shows a copy of a marriage license and tells Mark that she met his nephew in school where she was finishing a degree. She agreed to marry Jim because he couldn't get his hands on his inheritances until he turned 30 unless he married earlier. She says their arrangement was for him to give her $2,000 to complete her studies with the understanding that she would divorce him after 6 months. Mark notes that conveniently only 5 months have gone by and the $2,000 has become 2 million. Sandra shows him a copy of Jim's will, saying she intends to claim the rights left her in his will. Mark insists Jim left no will but Sandra produces an unsigned copy. Mark dismisses it. Sandra insists there's an original properly attested and insists if Mark doesn't find it, she'll insist on her entire rights. Mark will let Sandra stay the night but wants her to leave in the morning. She asks to see her husband's body but the casket is closed. While paying her last respects, she hears the sounds of the Senator and Mark arguing. At dinner, Sandra meets Julie Demarest, Jim's sister (and the horsewoman from the opening sequence). Julie is furious with Mark for opening her mail. Julie is immediately taken with Sandra and wants her to stay. Sandra says she has a suitcase at the station and the Senator volunteers that the servant, Becket, can bring it up in the morning, so it's arranged that Sandra will stay. Julie insists Mark will not succeed in breaking off her romance. Later, the maid, Marta (Helene Thimig), says goodnight to Julie and closes her door, but Julie sneaks out of her room and goes to Sandra's room where she accuses Mark of using Jim's money to fund his laboratory. She tells Sandra that Jim was in love with another woman, Amy Daniels, but she suspects Mark of causing the breakup of that relationship. One day Jim and his girlfriend were all romance and the next it was over. Sandra asks the cause of Jim's death, and Julie says it was pneumonia, that she heard Jim's voice after he came back from a trip to Canada, but then the next day he had been moved to the laboratory where she was never allowed to go, and Mark told her that Jim had fallen ill. She never saw him again. Leaving Sandra's room, Julie looks over the railing to see Mark pacing in the foyer below. When he looks up she quickly steals away into her room while he looks up suspiciously. The next day, everyone returns from Jim's funeral. A moment alone, the Senator insists to Mark that he's done what he agreed to do: he's put in an appearance at the funeral, but now he needs to go. Mark wants him to stay till the question of Jim's will is settled, but the Senator insists on leaving, hoping Mark won't regret what he's doing. Rejoining Sandra and Julie and others, he asks his lawyer, Davenport, how long it'll take to locate Jim's safe deposit box. About 2 weeks he's told. Sandra is given Jim's death certificate, signed by the local doctor and undertaker. Julie arranges to go riding with Sandra, but once out, admits she's meeting her boyfriend, Ronnie Manning. Sandra leaves them alone but quickly comes across Mark who knows what's going on and reproves Sandra for abetting Julie. Julie rides up and angrily strikes Mark with her riding crop for spying on her. He takes the crop and breaks it, then insists Julie get off her horse so he can talk to her. Returning to the stables, Sandra notes the rear extension of the house and asks the groom if they use it. He tells her, Oh, yes, that's Mr. Mark's laboratory. Looking at the wing, Sandra sees a bearded man close one of the windows. Turning she sees Julie ride up angrily, dismount and stride towards the house. That night as Sandra lies in bed awake, Julie rushes in and insists Sandra must've heard it, too: a sound of scuffling and a man's voice, crying out in agony. She says it sounds like Jim's voice. Sandra starts to assure her it's not possible when a man's voice is heard, crying out in agony. Taking Julie's hand, Sandra leads her along the corridor, asking her where the entrance to the laboratory wing is. Julie points it out, up a short flight of stairs but says it's always kept locked. Sandra is convinced that's where the cry came from. They move towards the door when they hear someone approaching from the other side. They flee down the corridor. The laboratory door is opening throwing a light against the wall with a man's shadow. Sandra puts Julie to bed, telling her to pretend she's asleep and hides in Julie's closet. Mark opens the door and looks in on the apparently sleeping Julie while Sandra watches. Once Mark leaves, Sandra promises Julie she'll find out what's going on. She tells Julie to tell Mark what she heard but not that she left her room and not that Sandra was with her. The next morning Mark reads in the paper that Senator Caldwell's Investigation Hits Snag with the subheading Certain Factions Oppose Appointment. When Sandra joins him, he points out the problems the Senator is having. She notes the Senator's appointment would make him famous, not that Mark's scientific achievements aren't already well known. Julie joins them and tells about hearing scuffling and cries again. Mark insists it's nightmares and that she's had nightmares about his laboratory since she was a child when he used to take her in there but had to stop and keep it locked when she started sneaking in by herself. Once he leaves the table, Sandra agrees Mark is lying, and looks for a time when she can explore. Julie says Marta takes an afternoon nap when Becket watches Julie but that he has many things to do. At Sandra's request, Julie shows her Jim's room. Sandra sees a happy photo of Mark with Jim in an album. She notes that Julie and Jim's mother must have been very devoted to Mark, but Julie says Mark and her mother made up her mother's will when she was only 3 and Jim was away at school. They discover that all of Jim's pipes are gone and his sports clothes for riding and tennis. Julie surmises that Sandra believes Jim is in the laboratory and starts to get hysterical, thinking she'll be the one going there next. Marta interrupts to say Mark wants to see Sandra in the library. Sandra takes Julie back to her room where Julie says she's less afraid when the doors are closed and eyes aren't looking at her, that sometimes she feels like a black cloud is following her. Sandra encourages her to face her fears, saying she was fearful in Jim's room when she thought he might be still alive but she was wrong to convey those fears to Julie. In the library Mark is upset that Sandra has been in Jim's room and has gotten Julie upset. He insists he's only letting Sandra stay because Julie's so fond of her. He pours her a liqueur while telling her his grandfather fell in love with a dancer but it ended badly: she died two months after they were married... when he poisoned her. Sandra chokes on the liqueur which Mark describes as an old family recipe used for special occasions and called Lacrime Sangue which Sandra translates from the Italian as Tears of Blood. Mark toasts Jim's will. Then, he comes on to her, complimenting her steady eyes and strong chin. She asks if he's looking for her to compliment him back, but he doubts she can overcome the first impression she had of him. She admits he's getting to her. He kisses her. She asks why he did that. He said the scientist took over; he wanted to confirm his first impression of her, and when he says it was confirmed, she slaps him and leaves. Back in her room, a new maid says Julie asked to borrow her face cream, and Sandra gives it to her to take to Julie. Marta closes and locks Julie's door as Julie begs her not to. Marta says she's only doing as she'd told. When Sandra arrives and is about to knock, Marta tells her that Julie is asleep, keeping Sandra from finding out that Julie is locked in. Back in her room, Sandra learns from the new maid that Mark gets dinner by dumbwaiter at exactly midnight and always leaves the laboratory no later than 2 am. She sets her alarm-clock for 3 am. Waking, she removes the tray from the dumbwaiter, climbs in, and hauls herself up to the laboratory. Once inside, there's a second room beyond a closed door and the light is on. She hears Mark ask someone named Laidell (we see it's a bearded man) if everything is all right at Three Hills. Laidell is concerned about filling prescriptions; Mark tells him to fill it in another town if necessary and not to worry about the local doctor, Mark will handle him. Mark comes into the room Sandra's in. She hides behind the door, but he notices the dumbwaiter is not where he left it and finds something in it. Glancing at the door behind which Sandra is hiding, he never-the-less leaves. Sandra returns via the dumbwaiter and is back in her room by 3:30. At 4 a woman screams. Sandra sees Mark running in the courtyard outside her window. Inside, Becket is seen hurrying along the upstairs pulling on his bathrobe. Sandra goes to Julie's room and finds Marta there but not Julie. She goes to the open French doors leading to the window terrace. Mark arrives and tells her not to look but she does and sees Julie sprawled on the courtyard, dead, with her suitcase nearby. Down below, the doctor arrives. Mark insists it was an accident when Julie tried to run away, but Sandra sees her cold cream and insists if Julie were running away, she never would have taken Sandra's cold cream (in a jar established earlier that belonged to Sandra's mother). Sandra insists that it's obvious that Julie didn't pack her bag; someone else packed it for her under orders, clearly thinking Marta did per Mark's orders. Sandra tries the door to the laboratory but finds it locked. She climbs the stairs to the attic and looks out one window seeing a vista, causing her to murmur, Three hills. The next window suits her purpose and she climbs out onto the roof, making her way to a skylight which allows her to drop down into the same room in the laboratory she was in before. She moves to the door, opens it and finds herself face-to-face with Mark who wants to know what she's up to. She insists she thinks that Jim is alive. Mark accuses her of frightening Julie and causing her to try to flee and therefore die. He tells her she'd better go and gives her a comb that fell out of her hair that he found in the dumbwaiter, letting her know he knew she'd used the dumbwaiter before. Sandra, Mark, Marta, and Becket attend the interment of Julie. Back in the house, the furniture is covered with sheets as the staff closes it up. Mark shows Sandra some jewels that belong to his mother and other relatives, jewels that were to be Julie's when she grew up. He tells Sandra to take whatever she'd like much to Sandra's surprise. Mark tells her that Jim's safe deposit box has been found and opened and the will was there. He apologizes for the way he's treated her. Then he tells her he wants to show her something and leads her up the stairs to his lab. When she gets there the lab is empty. Out of the window she sees the same three hills. She asks Mark about Laidell and is told he's a kind of gamekeeper. She asks what'll happen to the horses. Mark says they'll be sold. Sandra asks to go for a ride. He agrees and will call the groom. She leaves and he calls the groom and tells him to give her Colonel. The groom gives her Colonel and tells her that the estate extends in one direction to the three hills, but he warns her not to ride in that direction because the Three Hillls is an abandoned game preserve. She takes Colonel and heads for the Three Hills, getting close enough to see smoke from a fire. A rabbit startles the horse who bolts, eventually throwing her and then running off. She finds she's close to the fence surrounding the game preserve, climbs over and is moving through the woods, hearing ominous rustling when someone calls to Jim. Jim (Richard Basehart) answers and walks right by her. She calls to him. He doesn't seem to know who she is at first and says the Laidells have been taking care of him since the accident. Sandra tells him about Julie and warns him about Mark. They arrange to meet at the house later that night. Returning to the house, Mark tells Sandra they've been searching for her since Colonel came back without her. He tells her it's too late to catch the train; she'll have to drive with him. She says she'd like to stay the night in the house. Mark notes there's no one there, but she doesn't mind. He insists on staying, too, and she can't dissuade him. Mark wants to tell her something, but she evades. He goes off and hears a scraping sound. Returning, he finds she's opened a window and has fled. Outside, Sandra sees a man and calls out Jim! only to run into Mark. She admits she's waiting for Jim and knows he's alive. Mark tells her the truth: Julie and Jim's father went insane and he's been watching them for signs of insanity, too. Jim had an accident in Canada, got into an argument with a gas attendant and killed the man with an iron. Jim and his brother managed to keep the killing out of the U.S. papers, but the court gave him custody of Jim only if he kept him under lock and key. He kept him in his laboratory until the Three Hills site was ready. Jim arrives and sneaks up on Mark, clubbing him unconscious with a wrench. He then accuses Sandra of being in love with Mark and she realizes Mark was telling the truth: Jim is insane. She flees into the house, but Jim catches her. Mark, recovered, enters with Laidell who sneaks up to the second floor landing where Jim is with Sandra. Grabbing Jim, Laidell grapples with him and in the struggle, Jim goes over the railing and falls to his death into the foyer below. Sandra goes out onto the terrace away from the awful sight. Mark joins her there and they apologize for not trusting each other. They walk off hand-in-hand.
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