Back at Marlowe's apartment, thumb-biting Carmen is waiting for him. [In Chandler's novel, she is naked and in his bed.] She flirts with him again:

Carmen: What does the hat-check girl get for a tip?
Marlowe: I'm trying to think of something appropriate. How did you get in here?
Carmen: Bet you can't guess.
Marlowe: Oh, but I can. You came in through the keyhole like Peter Pan.
Carmen: Who's he?
Marlowe: Hmm. A guy I used to know around a pool room.
Carmen: You're cute.
Marlowe: I'm getting cuter every minute.

Carmen tells him a few important claims of information: (1) she didn't like Sean Regan because he treated her like a baby all the time [and that's why she killed him!]; and (2) she didn't know Mars, but he was always calling up Vivian: "Why? Is he cute?" Because she isn't accustomed to being rejected, she is surprised when Marlowe throws her out of his apartment.

The next afternoon, Detective Ohls phones Marlowe and notifies him to meet him in his office. There, Ohls tells Marlowe to call off the case by orders of the DA who has received a call from Sternwood's daughter Vivian Rutledge: "You're to lay off the Sternwood case." Marlowe describes the case he doesn't wish to drop to the detective about two sisters - one or both of whom may lead him toward a 'big sleep'. "Put yourself in my shoes for a minute":

A nice old guy has two daughters. One of them is, well, wonderful. And the other one is not so wonderful. As a result somebody gets something on her. The father hires me to pay off. Before I can get to the guy [Geiger], the family chauffeur [Owen Taylor] kills him! But that didn't stop things. That just starts 'em. And two murders later [Taylor and Brody], I find out somebody's [Mars] got something on wonderful [Vivian]....Last night, the two of 'em...they went to the moon to prove to me there was nothing between 'em. But I think there is and I think it's got something to do with Sean Regan.

From a dirty-spoon cafe late that afternoon, Marlowe phones the Sternwood residence. Norris, the butler, refuses to allow him to see the General. Anxious to get Marlowe to drop the case, Vivian gets on the phone. With a second lie, she tells him that Regan has been found in Mexico and that she will drive there to meet him:

You can stop worrying and call off the bloodhounds. We found Sean....he's been in Mexico. He hasn't been very well...an accident of some kind. We didn't get all the details. I'm leaving at once to meet him...We haven't told him [the General] yet. We thought it best to wait.

Shortly after leaving the cafe, Marlowe is repeatedly punched and left injured in a dark, foggy alleyway by two men sent by Eddie Mars to dissuade him from completing his investigations. Marlowe is aided after the brutal assault by small-time hood Harry Jones (Elisha Cook, Jr.), Agnes' new boyfriend and one of Brody's men who has been tailing him [the one in the gray Plymouth coupe]. Jones witnesses Marlowe's beating and finds him squirming on the ground, but purposely and wisely chooses not to intervene and yell for help: "If a guy's playing a hand, I let him play. I'm no kibitzer."

In Marlowe's office, soft-spoken Jones (a former liquor-runner who rode the scout car with a tommy-gun in his lap - a "tough racket" according to him) explains that he has information to "sell cheap for a couple of Cs" through his conniving friend Agnes concerning the whereabouts of Mars' wife Mona. This would naturally indicate Sean Regan's location as well.

[Note: Harry Jones is a mouthpiece for the manipulative Agnes, Geiger's bookstore clerk and Brody's ex-girlfriend - she is now talking about marriage to Jones to string him along.]

Recently, Agnes saw Mona Mars and is willing to divulge her whereabouts for cash. To learn where Mrs. Mars is located, Marlowe must pay Agnes $200, through Jones' mediation. Jones leaves to give Marlowe an hour to get the dough.

When Marlowe arrives for the planned rendezvous in an abandoned office building, he sneaks in and listens from an adjoining office to cold-blooded hired killer Canino (Bob Steele), Mars' top henchman, who has arrived there first. In a memorable, classic film-noirish scene, the shamus watches helplessly on the other side of the wall, viewing at times the silhouetted figures of Canino and Jones from behind a rippled glass window.

[Note: Symmetrically, Jones watched as Marlowe was beat up. Now Marlowe witnesses Jones' murder.]

Canino expresses Mars' displeasure ("That was a mistake, your mistake...Eddie Mars don't like it") at Jones' pursuit of Marlowe. To explain why he's "tailin' Marlowe," Jones weaves an alibi about another blackmail:

Jones: All right, there's no harm tellin'. It's for Joe Brody's girl [Agnes] - she's gotta get out of town. That takes dough. She figured she could get it through Marlowe.
Canino: Why would he pay?
Jones: You know about the night the kid [Carol Lundgren] bumped Brody. Well, the young Sternwood girl [Carmen] was there. Only Marlowe didn't tell the cops that. So Agnes figured it was railroad fare, so she'd get hold of it. You get it?

Canino pulls his gun and threatens Jones to betray where Agnes is ("Where's the girl?") and what she knows:

You want me to count three or something, like a movie?

[Note: Later, Marlowe repeats the same question to Mars.]

Canino sadistically offers Jones a poisonous drink in a glass, menacingly asking: "You're nervous, ain't ya? Maybe you need a drink...Well drink it! What do you think it is, poison? I'll bet that Agnes of yours wouldn't turn it down." After drinking the potion, Jones drops his glass. It shatters and he falls to the floor dead - poisoned.

(4) Jones, the "little guy" expires without betraying Agnes or revealing any incriminating information to Canino.

[Note: Mars' enforcer Canino kills Jones because the squealer is a potential danger to their operation. Jones' tailing of Marlowe and his association with Agnes are threatening to Mars' corrupt activities. Specifically, however, Canino and Mars don't know that Agnes has found Mrs. Mars and may divulge the information anyway.]

Marlowe phones 'Information' and asks for the phone number of the apartment where Jones said Agnes was living. But there's "nobody by that name" there. He realizes that Jones "gave out the wrong address" to avoid selling out his girl. Thinking he has been left "high and dry," Marlowe is startled when the phone rings and Agnes is on the other end of the line. Marlowe tells her that Harry Jones can't talk to her:

Agnes: Is Harry there?
Marlowe: Yeah, yeah, he's here.
Agnes: Put him on, will you?
Marlowe: He can't talk to you.
Agnes: Why?
Marlowe: Because he's dead. Your little man died to keep you out of trouble.

She agrees that she still wants the money from him, and tells him where to meet her. Marlowe buys the information from her a half hour later for $200, in the front seat of her car. The double-crossing woman baits him and sends him that night in pursuit of Eddie Mars' wife, "holed up" at a frame house behind a remote service station ("a two-bit garage and paint shop run by a guy named Art Huck - a car drop likely"), 10 miles east of Realito in an outlying stretch of the county. A few weeks earlier, Agnes and Brody spotted her in a car with Canino. The double-dealing, venal Agnes is paid for her dubious services:

Agnes: Well, so long copper. Wish me luck. I got a raw deal.
Marlowe: Your kind always does.

When Marlowe feigns a flat tire near Art Huck's Auto Repairs and Painting Garage [a hot-car processing establishment?], he is held at gunpoint by Art Huck (Trevor Bardette), While tossing a roll of nickels in one hand, Canino speaks to Marlowe. Huck grabs Marlowe from behind and quickly overpowers him. The detective is slugged and knocked out by Canino. The thug spills loose nickels from one hand to another after striking Marlowe - the force of the blow broke open the roll. When Marlowe regains consciousness inside the ranch house, he finds himself tied up on the floor and handcuffed - and alone in a room in the company of the supposedly-missing Mrs. Mona Mars:

Marlowe: You'd be Mrs. Eddie Mars, the blonde Regan was supposed to run off with.
Mrs. Mars: That's right.
Marlowe: Where is Sean Regan?
Mrs. Mars: I'd like to know that myself.

Mona has no idea where Regan is located. Not surprisingly, Vivian enters - she is there to hide out to cover up for the fact that she hasn't gone to Mexico to see Regan.

[Note: Mona Mars also 'disappeared' using the same alibi.]

Vivian greets Marlowe derisively, referring to their earlier horse-race dialogue in the restaurant: "But you don't seem to be running in front today." She is incensed that he has interfered again, so he explains why he stayed on the case:

Marlowe: The boys don't take any chances, do they? Where are they - out digging a grave?
Vivian: You had to go on with this, didn't you?
Marlowe: Where are they?
Vivian: They've gone down the road to telephone.
Marlowe: To call up Eddie Mars and to find out what to do with me. I could have told them that.
Vivian: Why did you have to go on?
Marlowe: Too many people told me to stop.

Mrs. Mars chimes in with Vivian's opinion of the copper who has become enmeshed in their affairs ("Why did you have to make trouble?").

Mrs. Mars: Why did you have to make trouble? Eddie never did you any harm. Besides, I was never in love with Sean. We were just good friends. If I hadn't hidden out here when Sean disappeared, the police would have been certain he killed him.
Marlowe: Maybe he did kill him.
Mrs. Mars: Eddie's not that kind.
Marlowe: You mean Eddie Mars never kills anybody?

After finding Mrs. Mona Mars there at Art Huck's ranch house, Marlowe deduces a number of important revelations:

• Sean Regan didn't run off with Mona or anyone else.
• Mona was never in love with Sean.
• Mrs. Mars was slightly amused that Marlowe thought she was being held prisoner there.
• To protect her husband from being accused of Regan's murder, she cooperated with the alibi (that she had run away with Regan) and hid out at the frame house; an honest and trusting woman, Mrs. Mars believed in the innocence of her gambler-husband rather than in his villainy

Marlowe accuses the duped Mrs. Mars of being married to "a blackmailer, a hot-car broker, a killer by remote control. He's anything that looks good to him, anything with money pinned to it, anything rotten." [Canino's tossing of nickels earlier confirms that strong-arm tactics are linked to rotten money schemes.] She tosses her glass of water into his bruised face and storms out.

The detective knows that Vivian has been running interference and has partnered with Eddie Mars:

Marlowe: I wonder if you'd do what she [Mrs. Mars] did for a man [Eddie Mars]?
Vivian: I was wondering that myself.
Marlowe: There's nothing to do but wait for Canino to come back.

Also, realizing that her efforts to protect her sister may cost Marlowe his life, Vivian asks if he'll cooperate with her if she aids in his escape: "Will you get out of this and stay out if I let you go?" He refuses, but because she loves him, she kisses the man in bondage - and then cuts his restraining ropes. He playfully cautions her to take care of herself when she cuts the binding ropes: "Watch your fingers. Don't cut toward your hand."

With her help, she screams as a diversion when Canino and Huck return. Marlowe runs to his car for his gun in the glove compartment. Outside in a shootout, Canino uses Vivian as a shield. She points to the steering wheel of the car, gesturing away from where Marlowe is hiding: "There, there behind the wheel." But Marlowe is crouched by the left front wheel. He rises, warns: "Over here, Canino," and then (5) Marlowe kills Canino with three shots.

Together, Marlowe and Vivian drive in Canino's car to the dead pornographer Geiger's deserted house. On the way, Marlowe worries about her safety and commends her for her assistance in helping him out of a lethal situation. She switches allegiances (from Mars) and admits her love for him:

Marlowe: If Eddie Mars' wife gets my car fixed and he finds out what happened, there's gonna be plenty of trouble, and you'll be in it just as much as I will.
Vivian: I don't mind as long as you're around.
Marlowe: I didn't have a chance to thank you for what you did back there. You looked good, awful good. I didn't know they made 'em like that anymore.
Vivian: I guess I'm in love with you.

Still trying to protect Carmen, she falsely acknowledges killing Regan herself to cover for her sister ("What if I told you I killed Sean Regan?"). Marlowe just wants the truth and an end to the blackmail plots, lies, subterfuge and murders:

Look angel, I'm tired. My jaw hurts and my ribs ache. I killed a man back there and I had to stand by when a harmless little guy [Jones] was killed. Do you think I can tell them all that happened because Geiger tried to throw a loop over Carmen? If I tell them that, they'll swarm over your house so fast that every closet you and your family have been in for the last six years will look like a police convention. They'll all ask the same question - where's Sean Regan? Why did Eddie Mars hide his wife to make it look like she ran off with Regan? Why did you hide out there? You're playing with dynamite.

Marlowe wants to protect Vivian and still believes Mars holds the information he is looking for. He explains his motivation, similar to hers ("I guess I'm in love with you") when she asks why he is helping her.

He calls Mars from Geiger's house, telling him he's calling from Realito and that Canino (Mars' 'best boy') is dead. Marlowe arranges to meet at Geiger's - Mars, of course, expects to get there first so he can set a trap.

In preparation at Geiger's place for a final shoot-out, Vivian checks the back door area, while he takes care of the front. While they await Mars' arrival by the window, he confides in her:

Vivian: You're the one who's shaking now.
Marlowe: I'm scared, angel. I'm sore too. Mars has been ahead of me all the way, way ahead. But I've got the jump on him this time, or we're cooked.

Mars shows up with lots of bodyguards (including the two henchmen Sidney and Pete) who surround the house. Thinking he's arrived first when he steps in the front door, Mars is about to cut the telephone cord and set up an ambush, but is surprised to find Marlowe with a gun drawn behind him. Unraveling his own theories about the case, Marlowe extracts a confession from the smooth gangster Mars at gunpoint, while noting that Vivian honorably kept her allegiance with Mars (confirming their collusion from the very beginning of the film):

Marlowe: Leave her [Vivian] out of it. She's alright Eddie. She made a deal with you and she kept it. She didn't tell me a thing except that she killed Regan but I didn't believe that. Regan's dead all right, but she didn't do it. It was Carmen, wasn't it? How'd it happen, Eddie?
Mars: You mean she didn't tell ya?
Marlowe: I asked ya how it happened.
Mars: Well, Carmen liked Regan but...
Marlowe: But he liked your wife. He said no to Carmen. She gets mad when anybody says that. I've seen her that way. Go on.
Mars: She was pretty high. By the time it was over, she couldn't remember much about it.
Marlowe: Yeah, I've seen her that way too. Then you hid the body.
Mars: You can't prove that!
Marlowe: It would be just as bad for you if I prove it to myself. Then you started to blackmail Mrs. Rutledge by telling her what Carmen had done. How did you prove to her that Carmen had done it? Go ahead, prove it to me.
Mars: You've seen Carmen when she's that way.
Marlowe: Sure I have, have you?
Mars: Well, how do you suppose...?
Marlowe: Then why didn't you know her when you walked in that day? Tell me that. You're pretty smart, Eddie, but I've been waiting for this one.
Mars: What are you gonna do about it?
Marlowe: I told you you were smart. You walked in here without a gun. You were gonna sit there and agree to everything just like you're doing now. When I went out that door, things were gonna be different. That's what those boys are doing out there. But everything's changed now, Eddie, because I got here first.

Mars admits to knowing that Carmen killed Regan, after being rejected and treated like a child when she was "pretty high." Assuming that his men will kill the detective, Mars admits to the truth of Marlowe's assumptions.

[Regan was killed by the murderess Carmen, the seventh killing in the film (7), when he rejected her advances. Carmen's motivation for the murder of Regan was jealousy over an imaginary relationship between Regan and Mrs. Mars. Vivian chose to turn to her gambling acquaintance Mars to have him cover up the matter and "protect" her "not-so-wonderful" sister Carmen from guilt - and to prevent her sick father from any further suffering. Mars was glad to be of service. With his henchman Canino, they hid Regan's body and set up the deception. But as a high-class blackmailer, he also forced an overly-protective, well-intentioned Vivian to part with her gambling winnings and possibly offer sexual favors. To preserve her honor and integrity, Vivian "kept" her "deal" with Mars. To keep police from learning the truth, Mars went even further to provide a reasonable explanation for Regan's disappearance in an entirely conceivable affair. His wife Mrs. Mars was hidden at Huck's garage, to make people think she had run away with the missing Sean Regan. This would keep the police away from investigating and discovering that Carmen had killed Regan. It would also keep them from uncovering one of Mars' many blackmail schemes.]

Marlowe turns the tables on Mars. In the ambush planned for Marlowe, Mars' men are waiting outside, guns ready to blast away. Marlowe fires his gun, shattering the stone statue mask that contained the camera - the one that took pornographic pictures of Carmen. Its destruction metaphorically signals the end of the long cycle that led to murder and blackmail:

Marlowe: What do you think's gonna happen now? Now what are your boys gonna think? What'll they do to the first one that goes out that door? Who's it gonna be Eddie? You or me?
Mars: Now look, Marlowe.
Marlowe: You look at this. What's the matter? Haven't you ever seen a gun before? (He repeats the same warning Jones received from hired killer Canino) What do you want me to do? Count three like they do in the movies? That's what Canino said to little Jonesy.
Mars: Now don't go crazy.
Marlowe: And Jonesy took it better than you're taking it.

Marlowe wounds Mars ("That's one, Eddie") and then orders the gang boss to go out the front door, where his own gang, expecting Marlowe fleeing after killing Mars, will kill him. Thinking that the crazed detective will shoot him ("That's two, Eddie"), Mars races out the front door, shouting: "Don't shoot! It's me, Mar---." (6) The bullets from Mars' henchmen meant for Marlowe hit Mars, and a dotted-line of bullet holes in the door signal his murder. Mars' body falls back into the front hallway.

With the mystery solved and to remain loyal to Vivian's wishes to protect her sister, Marlowe calls Detective Ohls and tells him that gambler Mars killed Regan (7). [This is really the first murder in the chronological sequence of killings, although it was an untruth.]

Marlowe: I got some more red points for ya.
Ohls: Who is it this time?
Marlowe: Eddie Mars. His boys got him. There's more to it than that. He killed Regan. I'll tell ya about it when I see ya.
Ohls: Where are you?
Marlowe: At the same place - Laverne Terrace. You'd better come up and get me out of here. And watch yourself. They may still be outside.

The murderess Carmen stands at the center of all the troubling conflicts and killings in the film. Vivian's efforts to cover up her sister's murder of Regan (and protect her ailing father) have mushroomed in their effects throughout the film, directly resulting in the many deaths that are summarized below:

• Carmen killed Regan (at the film's end, the murder rap is blamed on Mars)
• Owen Taylor killed Geiger
• Brody killed Taylor (or Taylor may have committed suicide)
• Lundgren killed Brody
• Canino killed Jones
• Marlowe killed Canino
• Mars' own gang accidentally killed Mars

In the final scene after everything has been resolved and the police are being summoned, Marlowe and Vivian are now together in the darkened parlor of Geiger's house and waiting for the police's arrival. Carmen will be taken care of, properly treated and possibly cured in an institutional asylum or drug rehab center. She will be spared from facing prison and the harsh justice system.

[Note: The just, retributory committal of Carmen appeased the Production Code officials. In the novel, Carmen was set free to be cured.]

And Sternwood is to be told the fabricated version of Regan's death, saving him from discovering that his own daughter murdered his beloved surrogate son. Now that trust has been established with Marlowe, Vivian appraises the situation and notices that there is still some unfinished business to take care of:

Marlowe: It won't take 'em long.
Vivian: What are you gonna...?
Marlowe: Wait a minute. Let me do the talking, angel. I don't know yet what I'm gonna tell 'em, but it will be pretty close to the truth. And you'll have to send Carmen away from a lot of things. They have places for that. Maybe they can cure her - it's been done before. And we'll have to tell your father about Regan. I think he can take it.
Vivian: You've forgotten one thing. (He arches his eyebrows and turns toward her.) Me.
Marlowe (pulling her to him): What's wrong with you?
Vivian: (with a smoldering glance) Nothing you can't fix.

The sounds of approaching sirens and Max Steiner's orchestration are combined on the soundtrack. The image used in the opening credit titles could be appropriately inserted here - Marlowe and Vivian smoking in the dark waiting for the police to arrive.