Lionel is running a stakeout and reading a Matt Savage novel while he watches. A burly man in track shorts comes up and tells him to move, and Lionel admits that he's waiting for his partner so they can meet with a client. When Lionel refuses to tell him who his client is, the man hauls Lionel out of the car and hits him. Lionel gives up the name of his client, Mrs. Avon Madison, and says she lives nearby and she called him. The man, Tony, hauls Lionel into the house and Avon comes down from her exercise to confirm that Lionel is there to see her. She meets with Lionel and explains that Tony is the handyman, and pursuing a master's degree in chemistry. Lionel is skeptical of that. When Avon asks where E.L. is, Lionel admits he has no idea.
E.L is on the run from thugs chasing him, led by Skeeter McClintock. He manages to duck them briefly by posing as a store mannequin, but they soon catch on and continue after him.
Lionel convinces Avon to start from the beginning and she says that someone tried to kill her in a parking garage. She avoided being run over because of her talent as a former dancer, and admits that she doesn't know many people except for her friend, David McPherson. She figures that it's one of the executives at the ad agency where she works, and then breaks into tears. The smitten Lionel tries to comfort her.
E.L. grabs a wig from another mannequin and manages to avoid his pursuers.
Avon explains that only an executive could have gained access to the parking garage. Lionel suspects her friend David, an executive, and Avon admits that she had an affair with him but broke it off. Lionel assures her that she isn't a tramp.
The disguised E.L. convinces an accountant to call his "friend," Skeeter. He tries to calm Skeeter down and suggests they make a deal over the loot E.L. escaped with six years ago, but Skeeter refuses to deal.
Lionel suggests that David might have tried to kill Avon, and she admits that she doesn't have good luck with men. She hired Tony, who has taken up residence in the house, eats her food and lifts weights, and refuses to leave. Lionel promises to deal with the case, assures her that she's beautiful underneath, and leaves.
E.L. slips out the back of the department store but Skeeter's men corner him in a parking garage.
Lionel confronts Tony and tells him that this time he's ready and he has a black belt in karate.
E.L. bluffs the men, using his shoe as a gun in the darkened garage. He takes their car and drives away.
As they go to the garage to settle things, Tony hits Lionel from behind. Later, Lionel returns to the office and E.L. calls him to get him out of the office before Skeeter goes there. Lionel can't stop talking about Avon, and E.L. finally yells at him... too late. Lionel takes them down with karate and asks E.L. who they are. E.L. says he'll pick him up and explain later. They go to an office building and E.L. spins a story about a girl he met and their typewriters, and how he's got them new office space for a low, low price. Lionel realizes it's conned property, but E.L. wants to get out of their current poor office. His partner insists that E.L.'s past is going to catch up with him and he doesn't want to be there when it happens. As Lionel leaves, E.L. explains that Avon's ad agency is in the same building, and Lionel has second thoughts. E.L. says they need to check David's bank to determine if he paid for a hired killer, and they need to scare the bank a little. Lionel wonders who a bank would be afraid of.
E.L. and Lionel go to the bank posing as bank examiners during lunch and ask the assistant manager for confidential records. When the manager balks, E.L. bluffs him and presents their identification. When the man folds, they send him to get coffee and pull up David's records. They find a recent withdrawal for $70,000. Next they go to see Avon at her home. When Tony opens the door, wearing a suit, Lionel immediately kicks him and tells him to get out. Tony staggers out, but warns that Avon doesn't know what she wants. Avon comes down and Lionel tells her what they've found out. She insists that David loved him and asks for time to think. Avon asks Lionel to pick her up for dinner at eight and he agrees. As they leave, E.L. notes that it appeared that Avon and Tony were preparing to go out together. Lionel wants to go to the office to get his gun to protect her, but E.L. warns him about Skeeter. His partner figures it's E.L.'s problem and wants to make sure he can protect Avon.
Back at the office, Lionel climbs up to the rear window while E.L. checks out the front and confirms that Skeeter's men are still waiting for him. Lionel gets his gun and hears the phone ring. He answers it and gets a call from David, who knows what he's been up to. He tries to explain and invites Lionel to his office, and Lionel angrily agrees. Once David hangs up, he thanks Tony for the bank taking an interest in him.
As they drive, E.L. figures it's a setup and warns that Avon is part of it. They pull up to David's office building and discover that he's on the roof, threatening to jump. Tony is forcing him at gunpoint but remains unseen on the roof. Finally he shoves David off as the crowd watches from below.
Afterward, E.L. figures that David was pushed, but Lionel doesn't believe it... until Tony walks away from the building. A couple of thugs capture him at gunpoint and take him away in their car. E.L. and Lionel follow to an expensive house. Inside, the board of directors at the ad agency has assembled. One of the directors, Marshal Doyle, demands to know where Avon is. Tony agrees to give them Avon's location in return for them taking him on, and they make sure they get Avon before she gets them. Outside, Lionel identifies the owner as Doyle and they spot Doyle's men leaving. When Lionel tries to follow, he floods the engine and they temporarily lose the killers. However, Lionel realizes that they're going after Avon. They get there just as Doyle's men take her away. A gunfight breaks out and the bad guys flee, and Lionel gets Avon away.
Lionel takes Avon to his home and E.L. demands answers. Avon appears shocked that David is dead, and figures that Tony is responsible. She claims that Tony tried to make a call, drew a gun on her, and let another man on. They then set up an appointment for her to meet with David. When Lionel and E.L. arrived earlier, she claims the man on the balcony secretly threatened her with a gun. Afterward, Tony took her to the ad agency building briefly and brought her home. Avon claims it's a mystery to her, and promises to do whatever Lionel asks. E.L. asks what Doyle's connection is, and Avon claims she has no idea why Doyle wants her dead. Lionel tries to put it all together, but decides they need to sleep on it. Before she goes to bed, she gives Lionel a long, deep kiss in thanks. However, later that night she sneaks out the back window and calls Doyle to make a deal. She figures he and David were trying to kill her, and Doyle informs her it's the entire board of directors. She calls in all her debts and says she can get the mob on them if they don't play. Doyle agrees and arranges a meet at the boardroom, and she tells him to pick up Lionel and E.L. to wrap up the loose ends.
Tony and Doyle's men break into Lionel's house to take them captive, and Tony explains to Lionel that Avon is a prostitute. As he hauls them away, E.L. improvises and says they've been running a bank scam for two years, and have $200,000 stashed away that they'll give him in return for his freedom. Tony agrees and takes them to their office. Skeeter and his men spot them but hold back because they're outnumbered. In the office, E.L. opens the empty safe and tries to make a new deal, but Tony doesn't buy it. As they leave, E.L. flips Skeeter the bird to make sure he follows.
Tony takes the partners to a warehouse where Avon and Doyle are waiting for them. She explains that they're going to be shipped and distributed on a one-way trip, but E.L. claims he already told the police everything they know. She doesn't believe it, but E.L. explains that she was working for the agency for their clients, and convinced all the execs to sleep with her. Then she blackmailed them by threatening to go to their wives, and they all hired killers to take care of each other. Avon tells Lionel that she got a seat on the board of directors in payment, and figures that the police will never believe them once they disappear. Skeeter and his men attack, and Lionel and E.L. subdue Tony and the others. Avon tries to slip away but Skeeter catches her and brings her back. E.L. tries to talk his way out of the situation, but Skeeter and his men jump both of them.
Later, E.L. and Lionel are in the hospital in traction. Lionel wonders if Avon was all bad, but E.L. points out she was a hitman's hooker.