In San Francisco, Jeff contacts one of Whit's allies to help him steal back the documents. He meets a voluptuous and glamorous Meta Carson (Rhonda Fleming), another femme fatale who works as Eels' secretary. After she has described her old, remodeled apartment on Telegraph Hill as amusing, he replies: "I used to live in one in New York that was old. It wasn't very amusing." Charmed by her, he still demands to know about the job: "If you'll drop this Junior League patter, we may get this conversation down to where it belongs."

She sets up an evening meeting at the lawyer's apartment on Fulton Street, but Jeff is immediately suspicious and doesn't intend to be double-crossed again:

Jeff (tightly gripping her shoulder): Just remember, I'm coming out of this in one piece, Miss Carson.
Meta: Do you always go around leaving your fingerprints on a girl's shoulders? Not that I mind particularly. You've got nice strong hands.

Jeff believes his one last job for Whit is a set-up and a double-cross to frame him for Eels' murder and make him the patsy. Having been burned once by a femme fatale, he is more wary. On his way to Eels' place on Fulton Street, Jeff tells a cab driver friend of his named Joe (Paul Valentine) that he senses he's being set up in a plot against Eels, but he has to find out for what: "I think I'm in a frame...I don't know. All I can see is the frame. I'm going in there now to look at the picture."

Jeff finds Meta already there on the porch of Eels' apartment having a cocktail. She identifies Jeff as her "favorite cousin."

Jeff: Meta always talked about you like you were the ninth wonder of the world.
Eels: She skipped one.
Jeff: For me, it must be the eighth.
Eels: All women are wonders because they reduce all men to the obvious.
Meta: So do martinis.

When Meta leaves the room, Jeff blows his cover and warns the smug lawyer of the danger to his life regarding the tax records. Jeff also describes to Eels how he is probably being set up to leave his own fingerprints around the apartment. On their way down the hallway outside the apartment, Meta criticizes Jeff: "For a man who appears to be clever, you can certainly act like an idiot." In the taxi en-route to the Mason Building where Eels' office, briefcase (with tax records) and safe are located, Jeff asks how she can double-cross her boss who is enamoured of her:

Jeff: Doesn't your conscience bother you, crossing a nice guy like that?
Meta: Maybe he isn't such a nice guy. Maybe he crosses people too.

Meta is dropped off at the Mason Building - as she enters, Jeff tells Joe the cab driver that she isn't as nice as she looks: "Awfully cold around the heart." He watches her come out of the building with a briefcase under her arm (containing the crucial tax records). Jeff returns to Eels' apartment and discovers that the lawyer has been killed. To avoid immediate suspicion and because he doesn't know for sure whether he is the fall guy, Jeff secretly hides the body in an adjoining vacant apartment closet. Then, he retraces his steps back to Telegraph Hill to Meta's apartment. He arrives just before Kathie does (she is also involved in the plot to kill Eels). He watches her call Eels' apartment manager and impersonate Miss Carson, Mr. Eels' secretary. After she asks the manager to check up on Eels to insure the prompt discovery of the body, he watches her surprised reaction when told that Eels is nowhere to be found. She instantly calls Joe Stephanos, Eels' likely murderer in Sterling's plan.

As she ponders what to do next, Jeff emerges from the shadows after watching her carry out the final steps of the frame to make him the fall guy:

Jeff: Is there a slip up baby? Did you by any chance send your friend up there to find Eels dead?
Kathie: No Jeff.
Jeff (holding on hard): Tell me. Tell me.
Kathie: Don't, Jeff.
Jeff: Don't what?
Kathie: I don't want to die.
Jeff: Neither do I baby, but if I have to, I'm gonna die last. Something slipped up, didn't it? They told you they were gonna knock him off, and they haven't done it, have they? They haven't because I tipped him off. He blew.

Jeff makes Kathie think that he tipped Eels off, causing him to leave before he was to become a murder victim. Convinced that the plan has failed, Kathie quickly recovers and sides with Jeff:

Kathie: He's all right?
Jeff: Didn't you want him to be?
Kathie: Yes, yes, because if he died, they'll say you did it.
Jeff: You're wonderful, Kathie. You're magnificent. You can change sides so smoothly.
Kathie: (He squeezes her arms) Don't Jeff. You're hurting me.

"Almost getting it," Jeff puts the "very pretty" frame-up together in his mind, realizing that Kathie, with Meta, have co-conspired to set him up. Duplicitously, Kathie is in on the double-cross because Whit forced her to sign an affidavit naming Jeff as Jack Fisher's murderer:

Jeff: Whit wants to get Eels out of the picture. He wants to square an old account with me. Two birds together...A redhead takes me up to visit the chump who has to go. I have a drink. Leave my prints around. I leave and somebody gets him. Eels dies and the tax papers...They were in the briefcase that Meta took, weren't they? Papers go back to Whit. I'm the fall guy. There's only one thing missing - a plant. What was there to give me a motive? I wouldn't kill a guy for a martini. Tell me Kathie.
Kathie: They made me sign it. [This is later learned to be a bold-faced lie.]
Jeff: Sign what?
Kathie: An affidavit.
Jeff: Go on.
Kathie: I couldn't help it, Jeff. They made me sign it. I swear I couldn't help it. They said they'd find the body and tell the police I killed him.
Jeff: Fisher. Then you did tell them about Fisher (she nods) when you told them I did it! Perfect. Foolproof and beautiful. That Whit can really hate, can't he? You said it once, he can remember.
Kathie: I never stopped hating him, Jeff. I couldn't help myself. I was caught too. We don't have to be against each other now.
Jeff: Aren't we?
Kathie: No, we can break out of it. All we need is the briefcase. Then we've got them, Jeff. We can get anything we want from them.
Jeff: I'd like that affidavit you signed.
Kathie: We can get it. It's in Eels' office safe. We can make Meta get it. We can make them do anything.
Jeff: Sure.
Kathie: Oh, Jeff. You ought to have killed me for what I did a moment ago.
Jeff: There's time.
Kathie: No, you won't. I've never stopped loving you. I was afraid and no good, but I never stopped, even if you hated me. Did you?
Jeff: Yes.
Kathie: But you don't now.
Jeff: No.
Kathie: We could be together again, in a way we never were. We can go back to Acapulco and start all over as though nothing had happened. (They kiss)

By replacing the tax records in Eels office with the signed affidavit, it was made to look like Eels was blackmailing Jeff instead of Sterling! Obviously then, Jeff's motive to kill Eels was to get the affidavit in his safe. Because Jeff is now a potential suspect for two killings - Fisher and Eels - he wants to get back the affidavit Kathie signed implicating him in Fisher's death.

Kathie tells Jeff that Meta took the lawyer's tax records in the briefcase to the office of the Sterling Club, a North Beach gambling house owned by Sterling. Moments after Jeff leaves, Stephanos arrives and confirms his killing of Eels, causing bewilderment in Kathie's eyes.

At the Sterling Club, Jeff steals back the briefcase hidden in the desk of the manager's office and then manages to evade strong-arm thugs. He exchanges the contents of the briefcase - the tax papers - with a San Francisco Telephone Directory [revealed in the next scene]. When Sterling's men catch up to him and take him back to the Sterling Club, he finds Kathie sitting there: "We meet in all kinds of places," he tells her. He offers to set up a trade for the tax papers, trying to extricate himself from his own frame-up by trading the tax papers for the affidavit:

You see, I've got the files that were in your briefcase. I also know the address of the Treasury Department. That's the theory, isn't it? Keep the files away from the Treasury boys. Save Whit from doing ten years in a federal pen. Now you correct me if I make a mistake...You get the files and you also get Eels' body, in case you want to keep it from the cops...I want the affidavit that Meta put in Eels' safe when she took the files out. (He turns toward Kathie) The lie that somebody put on paper that I killed a guy named Jack Fisher. Cause you see, I only buried him. And you don't get the gas for being the undertaker...And you won't need Whit. All you need is Meta to unlock that safe in Eels' office. I hope Meta's still around.

In the front of the Mason Building an hour later, a police car arrives first (they have just discovered Eels' body). Their arrival scares off the car carrying Kathie and Stephanos who have come to enter Eels' office and get the affidavit - and exchange it for Jeff's tax papers. Kathie phones Whit in Lake Tahoe and warns him of complications:

Kathie: Things are mixed up.
Whit: Bailey mix 'em?
Kathie: I can't talk on the phone. We're trying to get a plane.
Whit: But you're bringing me something.
Kathie: No, Whit. I can't explain now darling.

In the town of Bridgeport, Ann's father reads the newspaper's headlines: "Bridgeport Service Station Operator Sought in San Francisco Slaying. Five year old murder motive, the police say. Leonard Eel(sic), prominent attorney was found murdered in his apartment house, 114 Fulton Street, early this morning. Jeff Bailey, one time private detective, more recently operator of a small gas station in Bridgeport, is hunted for two murders." Ann is still loyal and faithful to Jeff, although the odds are mounting against him.

Jeff is sought both by police and by Whit's henchman. A fugitive, Jeff flees back to Bridgeport and hides out in the woods. Jimmy, the deaf-mute boy who knows Jeff's location, is summoned by Kathie to Whit's Tahoe estate. Kathie directs the boy back into Bridgeport, where he is trailed by Stephanos (who has been paid by Kathie to murder Jeff). The mute boy leads the professional killer to a mountainous stream in the woods. There, as Stephanos aims his gun at Jeff and is about to pull the trigger, the boy hooks the man with his fishing fly rod and pulls him off the rocky cliff to his death, saving Jeff's life.

That night, Jeff travels to Tahoe himself and walks in on Kathie, asleep in her bedroom. He wakens her and tells her about Joe's fate: What are you scared about? Joe isn't coming back. He got careless and fell in the river. Did you hear what I said? Joe's dead, Kathie. Can't you find some tears for him?" She responds quizzically, again manipulating the past to her advantage: "Do you think I sent Joe?" Jeff compliments her: "Oh, you're wonderful, Kathie."

With Kathie watching cooly from the side, Jeff confronts Sterling in the library of his Lake Tahoe lodge. In another of their many deals to undo the past, Jeff suggests sticking the blame on Kathie for the death of Jeff's ex-partner, and then providing him with transportation out of the country. Jeff threatens to turn over the tax papers to the IRS unless Sterling agrees to his conditions:

Jeff: You take the frame off me. You pin the Eels murder on Joe.
Whit: Sure, sure.
Jeff: I get a modest settlement, say, oh, say $50,000. That should be enough for me to spend my waning years in Mazatlan. Not Acapulco, because I'd keep thinking about you, Kathie, up there in the women's prison in Tehatchapie. It won't be too bad. Hills all around you. Plenty of sun. (To Kathie) You make me nervous. You'd be happier if you let the cops have her, Whit. That's what you'll have to do. Somebody's got to take the rap for Fisher's murder. It's not going to be me.
Whit: Wait a minute. I'm not framing any woman.
Jeff: When did you reform? I wouldn't try it, Whit, you're out of shape. Besides, it's not a frame. She shot him.
Kathie: He was going to kill you.
Jeff: You see, Whit, self-defense. A cinch to beat. She might not even have to do time.
Kathie: I'll say you killed him. They'll believe me.
Jeff (to Whit): Do you believe her? Go on Kathie, tell him about Joe.

Whit is incensed to learn that Joe is dead, sent by Kathie to trail and kill Jeff without his knowledge.

Jeff: Last time I saw him (Joe), he was in the East Walker River.
Kathie: I didn't send him after Jeff. It was his own idea.
Whit: (to Jeff) Did you kill him?
Jeff: He slipped and fell. When I got there, it was too late. That's a mean river.
Whit: He was trailin' you?
Jeff: Well, you don't go fishing with a .45 in your hand.

Jeff also confronts Kathie with her ruthlessness and lies about being forced to sign the affidavit:

Did it take much persuasion to make you say I killed Fisher? Come on, feed my ego. Tell me he beat ya, tell me he had to drag every word out of ya.

After Jeff has left the room, Whit slaps her and resorts to death-threats. He viciously turns on her for her cool, detached double-crossing, lying nature, and forces her to accept her fate:

You dirty little phony. Go on lie some more. Tell me how you handled things for me in San Francisco. Tell me it was all Joe's idea. Go on, Kathie, show me how you're gonna squirm your way out this time. What a sucker you must think I am. I took you back when you came whimpering and crawling. I should have kicked your teeth in. No, I'm not going to. Not now, Kathie. We're gonna let the law push you around...You're gonna take the rap and play along. You're gonna make every exact move I tell ya. If you don't, I'll kill ya. And I'll promise you one thing. It won't be quick. I'll break you first. You won't be able to answer a telephone or open a door without thinking: 'This is it.' And when it comes, it still won't be quick. And it won't be pretty. You can take your choice.

Backed into a corner, Sterling agrees to Jeff's offer to turn Kathie over to the authorities for the murder of Fisher in exchange for the tax documents (that will be mailed to him): "Look, I crossed you once. I know better than to try a second time." As Jeff leaves the mansion, he prophetically mocks Kathie's depression:

And cheer up, Kathie. You'll get out of it all right. You always have.

Back in Bridgeport in a rendezvous in the woods, Jeff finds that Ann still believes in him and his innate innocence. He wonders why she is so dutiful: "You believe everything I say, don't you?...I don't know why I let you come back into my stinking life? Why I don't slap your face and send you home?" Ann asks whether he has seen Kathie again:

Ann: Was it the same?
Jeff: I saw her and it was nothing.
Ann: She can't be all bad - no one is.
Jeff: No. She comes the closest.
Ann: Are you going to see her again?
Jeff: Tonight for the last time.
Ann: Then look at her, look at yourself, and be very sure that there isn't even a little bit of love left for her. Then when you find out and you know it once and forever, send for me.
Jeff: I don't have to find out. I know it now. (They kiss)
Ann: That's all I wanted to hear.
Jeff: You know, maybe I was wrong and luck is like love. You have to go all the way to find it.
Ann: You do to keep it.

After saying goodbye to Ann, Jeff returns to Sterling's estate, where he finds that Sterling has been shot dead on the floor - Kathie wanted to prevent Whit from turning her in for Fisher's murder. Again, Kathie rewrites her own past, shooting Whit a second time in the film. And then she appears behind Jeff, arrogantly realizing that she now has the upper hand:

You can't make deals with a dead man, Jeff.

She denies Jeff's accusation that she has betrayed him: "I never told you I was anything but what I am. You just wanted to imagine I was. That's why I left you. Now we're back to stay." In a deadpan voice, she informs Jeff that with everyone else dead, their lives and ill-fated destinies are now intertwined together: "Whit's dead. A bundle of papers isn't any good. If Joe was around, you could use him, but Joe's dead too. So what are you gonna do about Eels and Fisher? For that matter, what are you gonna do about this? Someone has to take the blame. You have nothing on me, but I'd make a fine witness for the prosecution."

With everyone dead and all hope gone of clearing himself, Jeff is resigned. She wants him to accompany her to Mexico to pick up their idyllic romance where they had left off. Kathie is now the only person that Jeff can deal with:

Kathie: Don't you see? You've only me to make deals with now.
Jeff: Build my gallows high, baby.
Kathie: No, no, we're starting all over. I want to go back to Mexico. I want to walk out of the sun again and find you waiting. I want to sit in the same moonlight and tell you all the things I never talked to you - till you don't hate me, till sometime you'll love again.
Jeff: They'll always be looking for us. They won't stop till we die.
Kathie: I don't care. Just so they find us together. If you're thinking of anyone else, don't. It wouldn't work. You're no good for anyone but me. You're no good and neither am I. That's why we deserve each other. (They kiss)

Kathie persuades Jeff to go away with her, but as she packs their bags upstairs, her power-play turns suicidal. Jeff has only pretended to go along with her. He calls the police (offscreen). [By calling the cops, he brings upon himself the cause of his own destruction.] Down the road, the police set up a roadblock.

Before they leave Whit's place, they share a drink and a few reminiscences:

Kathie: Jeff, we've been wrong a lot, and unlucky a long time. I think we deserve a break.
Jeff: We deserve each other.

The car hesitates to start, and then turns over and they begin their flight together. In the final dramatic sequence of the film, she sees the roadblock trap and realizes that Jeff has capitulated to the authorities and set her up. [Following Hollywood's Hays Office Code of morality, the treacherous couple must find retribution in their own deaths.] Destined to die together for their sins, she viciously pulls out a gun and cries: "You dirty, double-crossing rat." Kathie shoots Jeff dead in the driver's seat, firing her gun into his crotch. She is gunned down by a barrage of police fire as their out-of-control car crashes into the roadblock.

There's no escape for Jeff from his past. In Bridgeport, Jeff's mute assistant, Jimmy conveys an impression to Ann that Jeff actually loved Kathie and was going off with her. When she asks if Jeff really intended to go away with Kathie ("You can tell me. You knew him better than I did. Was he going away with her? I have to know. Was he going away with her?"), he nods affirmatively, lying to soften the blow so that Ann can reject Jeff's memory and free herself from him (and her past) to build a new life, presumably with her patient Bridgeport admirer Jim (Richard Webb).