The Pay-Off opens with young lovers William Janney and Marian Nixon in Central Park, snuggle-napping on a bench in the middle of the night because they’re got to maintain their chastity. Everything’s about to change for them because Janney’s finally saved up enough money they can get married, only he talks about it too loud and criminal Hugh Trevor overhears so he’s going to rob the kid to teach him a lesson.

Now, before the holdup, Nixon wants Janney to get her a job working at the swank apartment building where he’s a handyman and I was kind of hoping for that turn of events—though, as it turns out, not really because Nixon and Janney are both pretty bad at the acting thing so it’d have been unpleasant—but Janney’s got a far better idea: follow Trevor and hold him up for their money back.

Trevor’s in said swank apartment building hanging out with the rest of the gang—Robert McWade, Walter McGrail–and the molls, Helene Millard and Lita Chevret. It’s just a regular night, waiting for the big boss, played by director Sherman, to get home, with Trevor and Millard worrying Sherman actually does care they’re shacking up—Millard used to be Sherman’s girl but he discarded her and she’s sure he really still loves her. We’ll find out he obviously doesn’t because when Sherman is overcome with emotion he flutters his eyelids uncontrollably and he never flutters for Millard.

Millard’s also somehow worse than Janney, which is an exceptional feat. Janney’s real bad.

Anyway. Janney and Nixon’s hold up goes wrong but Sherman’s curious why they’re doing it and they tell him the whole story about Trevor. Sherman feels bad and decides he’s going to make it up to the kids; they’re going to live him and they’re going to play “family.”

Now, Sherman’s just old enough to be a parent but only just so he’s more like a benevolent uncle. One whose daydream is something magics Janney away and Nixon realizes Sherman’s the only man for her. There’s a kind of good scene with Sherman and his butler, retired crook George F. Marion (in the film’s most likable, if not best, performance), talking in very vague terms about Sherman’s devotion to Nixon. It’s impressive how well they’re able to sell it especially considering the absence of chemistry between Nixon and Sherman and, well, Nixon and the camera.

Most of the movie—which runs an hour and five minutes—is going to be Sherman and Trevor bickering about who’s better to run the gang. Sherman’s a master planner—he comes up with the idea of a guy going into a jewelry store and saying “This is a hold up,” which district attorney Alan Roscoe calls the greatest criminal planning he’s ever seen—and Trevor’s a gunsel. He just wants to shoot everybody. Though Trevor spends all spent a lot of his time in a glitzy nightclub dressed to the nines whining about Sherman wanting to hang out with blue blood swells instead of him.

It’s all going to work out to a very simple morality tale and it’s kind of impressive Sherman, as a director and an actor, is able to distract from that eventuality and make it seem like The Pay-Off might go somewhere interesting.

The direction’s fairly bland—Sherman loves holding his medium shots while the dialogue exchanges play for minutes on end—but it’s rarely bad. Plus we get to see Sherman, as an actor, trying to figure out the part. No one else really worries about it because they’re all just caricatures and seemingly unaware they could expand, which makes Sherman a lot more interesting to watch than anyone else. Except Marion, who does get some added depth throughout because it’s funnier for him to have it than not.

Trevor’s fine. Especially opposite Janney and Nixon. Again, Millard’s terrible. McWade’s pretty good. Roscoe’s bad too. It’s an uneven cast.

Technically, solid photography from J. Roy Hunt, bad editing from Rose Smith.

The Pay-Off never pays off but it could be a lot worse (or better); it’s nearly worth it for Sherman’s ambitious but monumentally constrained performance.