Walter secretly advises Phyllis to book a train for Dietrichson's business trip, as a double indemnity clause in the policy will award her double the stated $50,000 if Dietrichson dies from an unlikely cause, such as a train accident.

Dietrichson refuses the accident insurance, but enrolls for auto insurance, and is unaware that Walter has given him an accident insurance form to sign as well. Agreeing to help Phyllis kill her husband, Walter meets with Dietrichson and, in Lola's presence, tries to sell him accident insurance. Walter is repulsed by, and at the same time, strangely drawn to Phyllis's fantasy, and his thoughts linger on how to accomplish an undetectable crime. Phyllis admits to having fantasies of killing Dietrichson, but his life insurance beneficiary is his mature daughter Lola, who hates her.

Walter soon gives in to his longing and kisses Phyllis, after which she reveals that she has been abused and neglected by her husband. Upset by her implications, Walter leaves, but his expectation that he has not seen the last of Phyllis is fulfilled when she appears at his apartment. When Walter arrives that day, he and Phyllis are alone and she inquires about getting an accident policy for her husband without his knowledge. Walter flirts with Phyllis, whose interest is piqued, nevertheless, she rebuffs him and the next day changes his appointment to meet with her husband. He is immediately attracted to Dietrichson's wife Phyllis, who first appears clad only in a towel. Walter thinks back to May when it all started: Walter visits an expensive Spanish-style house in Los Feliz to follow-up an automobile insurance renewal for Mr. Walter records his murder confession on the dictaphone, addressing his boss and friend, Barton Keyes, a meticulous and intuitive claims agent.

On a dark Los Angeles night in July 1938, insurance agent Walter Neff is bleeding from a gunshot wound and slips into his office at the Pacific All Risk Insurance Co.

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