Lilah Letterby is introduced at the beginning of the film by Axel P. Johanson (George Kennedy), as his ward and niece. Mr. Johanson is a corrupt Chicago politician, who is returning to his small hometown of Galena, Illinois to much fanfare. He is the honored guest of the town, who is putting on a big welcome party for him.A young Ben Harvey (Beau Bridges) is a member of a stunt team that is forming a human pyramid and holding a banner to welcome Mr. Johanson back. Ben is distracted by Lilah's beauty, and in particular her rather large cleavage that is barely contained with her bodice. He loses his balance and comes crashing down to the ground. Later, Mr. Johanson and Lilah, arrive at the home of Ben and his parents to pay respect. Ben is still passed out and unresponsive. Lilah leans over the bed and plants a kiss on his forehead. Much to her surprise, Ben wakes up and places his hand up against her chest. When she looks down, he has once again closed his eyes and pretends to still be in a coma. She is perplexed, but keeps his secret from the others.
After Lilah and Mr. Johanson leave, Ben is so ashamed for his sinful impulses upon seeing Lilah, that he pens a letter and announces that he must leave home and find himself. He heads to Chicago, where he is pickpocketed and left for dead on the side of the road.
Ben is taken in as a boarder by Queen Lil (Melina Mercouri), who owns a high priced bordello. Ben is smitten with one of the girls named Adeline (Margot Kidder). Lil gets him a job at a newspaper with drunk Francis Sullivan (Brian Keith), who shows him the ropes, as well as introducing Ben to the secret corruption of Chicago politics. He finds the open corruption of a councilman named Dunne (Roy Poole) and Mr. Johanson, who is known as a political reformer.
Ben inspires Adeline to change her evil ways. Her first act as a reformer is to steal the ledger of civic corruption compiled by Honest Tim Grogan (Hume Cronyn). She accomplishes this at a party for Grogan at Queen Lil's. Adeline joins the Salvation Army mission. However, everyone thinks that Ben has stolen the ledger, and soon Sullivan, Queen Lil, Grogan and Johanson are all after him to get the ledger back.
Ben plans to expose this corruption and the involvement of Lil and her brothel. He begins to protest the corruption by picketing at the Chicago exchange, and the mob gets violent. Mr. Johnson accidently knocks him out, and Lilah tells him that the boy he hit was Ben Harvey from Galena who had fallen.
Mr. Johanson took Ben into his home and promised to treat him like a son. Secretly, he heard through the grapevine that Ben had obtained the ledger, and Johanson wanted to make sure no one got the information on it.He spilled a drink on Ben, and when the boy waited up in a bedroom for his clothes to be cleaned, Lilah appeared. She told him that Mr. Johanson wasn't really her uncle, and that he was using her for his corruption plans. Really, she was there to seduce Ben and find out the whereabouts of the ledger. Lilah undid her hair and forced herself on him, telling him that she was turned on by his confidence. She said that middle class girls like me are drawn to power, and that he had that. She stripped him out of his clothes.
The next scene we see Ben running down the stairs half dressed with Lilah running after him and yelling "He doesn't have it". She is referring to the ledger, and it is obvious that her job was to get out of Ben where the ledger was.
Ben promised Mr. Johnason that he knew where the ledger was, and would use it to expose by him and Lilah. Mr. Johanson scolded Lilah for failing her mission, and smacked her on the bottom, as she tried to keep the bedsheet on her body.
When Ben accidentaly fell in a river trying to keep the ledger from Mr. Johanson and Dunne, he presumably drowned. At the coroner's, he was pronounced dead, but came back to life. He secretly allowed his funeral to take place, and everyone came including Lil and the girls, Dunne, Sullivan, and Mr. Johanson and Lilah.When Father (John Randolph) attempted to read from the family bible, it was learned that the ledger was accidentally switched by mistake. Thinking that he was reading from Proverbs, Father read "And then Johanson greased Judge Rafferty's palm with 8 G's". The entire group was stunned, and the Father attempted to walk away. However, Dunne and Mr. Johanson wanted the ledger, and a scuffle ensued. When Ben showed up and snagged the ledger from a stunned Johanson, Lilah fainted upon seeing him alive.
Mr. Sullivan ended up with the ledger and a bidding war ensued with Dunne offering $101,000 for it. Sullivan announced that the book would go to no man, and he then presented it to Lil, telling her to "keep us all from temptation".
The entire group must have honored that decision, since the who group was found around the Harvey dinner table. There was Dunne, Father, Sullivan, Adeline, Lil, Mr. Johanson, and Lilah all having a grand ole time. It appears that all their secrets were kept quiet.
- Melodie Johanson is best known for her appearance as Millie in the 1968 film "Coogan's Bluff", opposite Clint Eastwood.