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| - The City is at the mercy of gangland mobsters spreading their massive crime wave. Five gangsters (The Brow, Stooge Viller, Little Face, Shoulders, and Rhodent) holding a poker game at an abandoned garage are interrupted when a car driven by Itchy breaks through a wall and Flattop kills the men. Flattop shoots a message into the wall while Itchy takes their identification. Dick Tracy and his girlfriend Tess Trueheart are attending an opera when Pat Patton call on the 2-Way Wrist Radio saying to meet at the garage. The murders were a message to Tracy from Big Boy. Reporters hound Tracy when he leaves the Opera House again asking if Tracy was considering becoming Chief of Police or possibly running for Mayor. Later at Club Ritz, Breathless Mahoney is singing when Lips Manlis gets word that his men at the garage have been killed. Lips and Breathless are seemingly arrested by two uniformed police officers. When they are taken to their unmarked car, Lips sees that Flattop is in the back seat with a gun and realizes that they aren't actually policemen. Lips and Breathless are taken to the Southside warehouse on the river where Big Boy forces Lips to sign over the club to him. Big Boy then encases Lips in cement and drops him to the bottom of the river. Big Boy announces that he is now in charge of and owns everything that Lips had, including Breathless. Tracy and Tess enter Mike's Diner but Tracy soon runs after a street urchin who stole a man's watch, following him to a shantytown at the railroad yards. There, the Kid's guardian, Steve the Tramp, beats him. Tracy enters and fights Steve until the shanty collapses. Tracy takes the Kid with him back to the diner when the Kid eats ravenously. Tracy is then summoned to the Southside warehouse by Sam Catchem. At the warehouse, Tracy examines the body of a policeman who had been killed there by Itchy (the unwitting officer had nearly interrupted Big Boy's murder of Lips Manlis). Tracy also finds a sapphire earring and some walnuts (Big Boy's favorite snack), causing Tracy to suspect that there had been a second murder as well. Tracy arrests Flattop, Itchy, and Mumbles, interrogating Mumbles to try to learn Lips' whereabouts. Going on a hunch, Tracy has Big Boy arrested while Big Boy is preparing for his new club's reopening. Big Boy is released the next morning after the walnuts were found to be insufficient evidence. Both Tracy and Chief Brandon are called into D.A. Fletcher's office, where Tracy is warned to stop "harassing" Big Boy, who had already been arrested and released 5 times. Tracy takes the Kid under his wing and, after getting him some new clothes, goes on an outing with the Kid and Tess. Tracy later calls Breathless to his office, to see if she will testify against Big Boy for Manlis' murder. Breathless attempts to seduce him, but Tracy resists. After she leaves, he follows her to the Club Ritz where Big Boy is organizing an alliance with every major crime figure in town to form a new crime syndicate in the city, with himself him as the boss. Tracy is observing from a third floor ledge when he witnesses a car explosion causing the death of Spaldoni, who had refused to work under Big Boy. Tracy is then abducted from his apartment by Flattop and Itchy and taken to the basement of Tess' apartment building while she is at work. Big Boy attempts to bribe Tracy with $15,000. Tracy refuses and is tied to a chair while Big Boy leaves and Flattop and itchy overload the heating system. The Kid rescues Tracy at the risk of his own life and is made an honorary police detective. The Kid is presented with a temporary certificate until he picks a name for himself. Meanwhile, 88 Keyes (Big Boy's piano player) receives a call from a mysterious stranger to meet at the city car park. When Keyes gets there, he sees a suitcase with a payment of $5,000 dollars and a letter. The stranger instructs him to give that letter to Big Boy saying that for 10 percent of his organization's profits, Tracy will be taken care of. When Keyes asks who he is, the man is revealed to have no face. Keyes relays the offer to Big Boy, who refuses and dismisses Keyes. Tracy and the police prepare their next move against Big Boy. Tracy and some uniformed officers raid the club during a gala. Sam and Bug Bailey go through the roof to Big Boy's attic and drill a hole in the floor to the top of his main conference room, while Pat (disguised as a waiter) plants a listening device in the room's chandelier. After that is accomplished, Tracy and crew leave, leaving Big Boy confused as to why Tracy didn't investigate more thoroughly. The listening device works and the police stay one step ahead of Big Boy and put most of his subordinates in jail. After arguing in the conference room, Big Boy and Pruneface discover Bug in his hiding place. Big Boy uses it to his advantage and makes a fake call to an underling to go to the Southside warehouse. Bug relays this information to Tracy, who leaves an important conversation with Tess about their future. Bug was captured and a trap was set for Tracy at the warehouse by Pruneface and Influence. Tracy frees Bug and tries to shoot the criminals. Tracy's gun jams, and he is almost shot before the faceless mobster kills Pruneface and Influence flees. Tess has a heart-to-heart discussion with her mother in her country home with Mrs. Trueheart telling her that it takes a lot of understanding to love a man like Tracy. Tess goes back to the city to try to work things out with Tracy. Meanwhile the Kid has been taken to the orphanage by the Welfare Society and Big Boy agrees to the deal offered by 88 Keyes to remove Tracy as a threat. Keyes and the Blank kill D.A. Fletcher (who had been working for Big Boy) and frame Tracy for the murder. Tracy is arrested, but the Kid believes that Tracy is innocent. At the same time, Tess goes missing without a ransom request. Meanwhile Big Boy's empire prospers again. Tracy, about to be transferred from the city jail to the county jail is put in Pat and Sam's car, with 8 hours to prove his innocence. Tracy storms into Mumbles' apartment demanding to find out who set him up. Threatening to play a recording in which Mumbles implicates Big Boy if he doesn't comply, Mumbles reveals the truth about Big Boy's arrangement with the Blank. The Blank makes calls to both Chief Brandon and Big Boy, telling Brandon that Big Boy kidnapped Tess Trueheart and telling Big Boy to check his attic. Flattop and Big Boy find Tess bound and gagged just as Tracy and Pat go up to the roof, with an entire squad of police ready to burst into Club Ritz. Big Boy and Flattop take Tess out of the room and trap Tracy. Tracy escapes with Pat's help. A deadly firefight ensues as the mobsters attempt to drive off in their cars. Influence, Flattop, Itchy, and several others are killed by machine gun fire. Big Boy and Tess go back into the club and escape through a passageway hidden in the wine room. Breathless points Tracy to where Big Boy took her, but the entrance is blocked. Big Boy makes his way with Tess to the drawbridge outside the city and he ties Tess to a series of gears about to crush her. Tracy corners Big Boy and is about to be shot until the Blank reveals himself and tells Big Boy to drop his gun. Big Boy tries to make a deal with the Blank, but he refuses and tells Tracy that both of them (Tracy and the Blank) could own the town. Tracy notices something familiar about the Blank and paces slowly towards him. The Blank is frozen, giving Big Boy the opportunity to shoot. Tracy knocks Big Boy down a deep pit into the gear works. Tess is untied and the Blank is revealed to be Breathless. With her dying breath, she gives Tracy a kiss. Tracy and Tess resume their lives, with the Kid (who had selected the name Dick Tracy Jr.) as Tracy's ward. Tracy makes an abrupt marriage proposal to Tess at Mike's Diner, and it implied she will accept. Tracy and the Kid then respond to another urgent call.
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