The film starts out with Mary (Blondell), Vivian (Dvorak), and Ruth (Davis) as young classmates at a New York public school. Mary is established as the rebellious one, while Vivian is the most popular and Ruth the most studious. Some time skips show that Ruth went to secretarial school while Mary went to reform school after getting arrested for larceny.
Time skip again to the present day, and the old schoolfriends are getting back together following a chance encounter between Mary and Vivian at the beauty parlor. Mary, having avoided any further brushes with the law, is now struggling to make it as a showgirl, while Ruth is working as a secretary and Vivian has hit the jackpot—financially, at least—by marrying wealthy lawyer Robert Kirkwood (William). But Vivian is dissatisfied with her life, emotionally distant from her husband, and generally uninterested in looking after their preschooler son, Robert Jr. And when Vivian meets the handsome, roguish Michael Loftus (Lyle Talbot), she makes a precipitous decision to abandon her marriage, a decision that leads to tragedy—but new love for Mary.
- Addled Addict: Vivian's degradation as she goes from society wife to companion of deadbeat loser Michael ends with her being addicted to heroin. She is gaunt and twitchy when the kidnappers bring "Junior" to the hideout. Harve sees her compulsively rubbing her nose, mimics her nose-rubbing, and says "Uh oh!" Later Vivian goes through withdrawal.
- All Girls Want Bad Boys: Vivian quickly grows bored with motherhood and a stable marriage to the wealthy and mature Robert, and is immediately attracted to the sexy and dangerous gambler, Michael. Needless to say, abandoning safety and security during the Great Depression in order to chase thrills does not end well once Michael goes broke and starts having to borrow money from loan sharks.
- Bittersweet Ending: Junior survives his kidnapping, but Vivian perishes.
- Blackmail: When things have gone bad for Vivian and Michael, Michael tries to blackmail Robert with knowledge of Mary's past as a teenage delinquent. Robert chucks Michael out of his office.
- Call-Back: After all three of the girls light cigarettes on the same match, they comment about the old "three on a match" superstition about how the third will die an early death. After Vivian—who, yes, was the third to light her cigarette—dies an early death, the film ends with Mary and Ruth lighting two cigarettes off the same match before throwing it down on the hearth in tribute to Vivian.
- Couldn't Find a Pen: Vivian finds herself locked in a bedroom with no pen to write a message and no way to get it out anyway. So she writes her message — alerting the cops that kidnapped Robert Junior is in a 4th floor room — on her own dress in lipstick, then flings herself out the window to her death.
- Establishing Character Moment: Little Mary in the first 1919 flashback, not caring a whit about the boys being able to see her bloomers as she plays on the swings, establishes her as a rebellious free spirit.
- Fanservice: Ruth doesn't get to do much in the movie, but she does appear in nothing but a slip, rolling her stockings up her leg.
- Going Cold Turkey: And not by choice, either. As the kidnappers hole up in their apartment with police crawling over the neighborhood, Vivian can't get her fix. She is heard crying and moaning from the bedroom.
- Gross-Up Close-Up: Ace, the crime boss (Edward Arnold), is introduced via an extreme close-up of him plucking hairs out of his nostrils with tweezers.
- Heroic Sacrifice: Vivian hears the gangsters talking about how they're going to have to kill little Robert Jr. With no other way to signal for help, she writes "KIRKWOOD BOY ON 4TH FLOOR" on her dress with lipstick and then jumps out the 4th floor window to her death.
- Mama Bear: Though Vivian abandons Junior for months to pursue a life of sex, drugs and excitement, she becomes protective once he's held hostage and sacrifices herself to save him.
- Match Cut: From a closeup of Robert's hands, clasped as he wrings them anxiously over his missing wife and son, to a closeup of Michael's hands, clasped as he mixes a drink in a martini shaker.
- A Minor Kidroduction: We're first introduced to Mary, Vivian, and Ruth as elementary-school classmates in 1919.
- Parental Neglect: Vivian gets so caught up in her whirlwind affair with Michael that she pretty much forgets all about Junior, who after all is there in the hotel suite with them. When little Robert says he's hungry a drunk Vivian suggests he eat from the hors d'oevure platter, and Michael has to step in and order the kid a proper lunch.
- Redemption Equals Death: Michael refuses to murder Junior, saying he'd rather kill himself first — so the gangsters murder him instead.
- Ripped from the Headlines: The story's climax involves cute little Robert Junior getting kidnapped away from his father and stepmother by Michael and his money-hungry gangster friends. Filming started only a few weeks after the real-life kidnapping of Charles Lindbergh's little son Charles Jr., and the film was completed before Bruno Hauptmann was arrested for the crime.
- Satellite Character: The one played by Bette Davis, oddly enough. Ruth is established in childhood as the smartest of the trio, as well as level-headed and caring, but gets no character development, love interest, or character arc — she goes from having a stable office job to being relegated to the role of Junior's governess, with hardly any lines towards the end of the film.
- Second Love: Mary and Robert end up Happily Married after spending time together while taking care of Junior.
- Stock Footage: Used in some of the time passing montages, like clips of Warren G. Harding and the Sino-Japanese War.
- Time-Passes Montage: Several, as the years between 1919 and 1932 are summarized with news clippings and stock footage of stuff like Prohibition and the 1929 stock market crash.
- Title Drop: The three friends discuss the "three on a match" superstition, which, apparently, was invented by a guy who made matches.
- Would Hurt a Child: Harve pressures Michael to kill little Robert, as Robert knows him and can lead the police back to him. Michael is appropriately horrified.
- Wounded Gazelle Gambit: Vivian pretends to be suffering to incite Mary's sympathy as she begs for money, but it turns out to secretly be a manipulation to get money to pay off Michael's debt.