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(Some Spoilers) Sizzling but very complicated crime thriller involving former Galveston oil driller Frank Duncan, Gene Barry, cooking up this plan to siphon off oil from the Huston oil fields. Duncan plans to accomplish all this by using a dummy oil company as his cover. Needing 5 million dollars to get his plan into motion Duncan strikes oil in tracking down his former oil drilling foreman Joe Hempner's two-timing wife Carrie. Carrie who dropped out of sight has now resurfaced in using the name of nightclub singer Zoe Crane, Barbara Hale, in Huston Texas.

As it turned out Zoe faked her own death and started a new life as a nightclub singer and mistress of top Huston hoodlum Paul Atlas, Edward Arnold. By becoming a member of Atlas' gang Duncan can not only get the cash he needs to start his oil stealing operation but take over Atlas' organization from within. This all takes a lot of planning but Duncan has all his bases covered except his own greed and that in the end does him in. By him double-crossing not only Atlas but even the one person who would lay her life down for the selfish and ungrateful Duncan the girl he left behind, in Galveston Texas, the Derrick Diner waitress Made, Jenne Cooper.

Duncan slowly worms his way up the Atlas mob ranks by not only getting his head honcho Gordon Shay, Paul Richards, to get caught in a purposely setup oil rig bombing adventure. That was in revenge for Shay earlier having an oil trucker murdered that he stupidly tried to frame Duncan with. This has the head men of the national crime syndicate Emile Constant, John Zaremba, who greatly dislikes violence, he feel it's bad for business, have Shay unceremoniously dumped as Atlas' head man.

Caught red-handed in his grenade attacks on a number of oil rigs Shay fingers his boss Atlas not knowing that it was Duncan, not Atlas, who had him set up in the blotched bombings! Atlas himself ends up being gunned down by the police with Shay, feeling that Atlas doubled-crossed him, turning the tables on him by turning evidence in order to save his hide and stick it to his now on he run, from he law, boss. Constant, the non-violent one, now realizing that Duncan is threatening his very existence as a national crime boss gives into his fears of ending up behind bars and orders a hit on Duncan in order to save himself and his now collapsing crime syndicate.

***SPOILERS***The hit on Duncan by out of state-from St. Louis- hit men Kalo & Stokes, Pete Kellett & Charles H. Gray, backfires with them killing the wrong person-Zoe Crane-who tried to leave town with Duncans $25,000.00. This alerted Duncon of not only their intentions, of whacking him, but their identities as well. Duncan who by now had gotten way over his head could only throw in the towel, or throw away his handgun, knowing that his plan to live the good life, on stolen and pilfered oil money, was just a pipe dream. In the end Duncan finally listened to his girlfriend Madge whom he tried to use without her knowledge as a human shield, in protecting his own sorry a**, in her telling him to call it quites and face the music. That's before the pursuing Galveston police force who had him trapped in the Derrick Dner blows him to pieces.

A crime drama with a touch of film noir, starring Gene Barry and Barbara Hale. He's Frank Duncan, an oil driller. She's Zoe, the girlfriend/'kept woman' of local hood Gordon Shay (Paul Richards). Seeing an opportunity to make a fortune by diverting a Texas oil field, Frank teams up with Gordon and another hood, Paul Atlas (Edward Arnold). Before they double-cross him, he turns the tables. Then mafia don Emile Constant (John Zaremba) sends a couple of goons after him.

Frank reads of the apparent suicide of a young girl, a dancer. At the morgue, he's asked to identify her. He arrives at his buddy Louie's (Frank Jenks') house. A fancy car car pulls up later; the strangers wants to talk about the dead girl. There's a not so subtle threat; does Frank know too much about it? Anyway Frank and Louie go to a club where Zoe's singing. After her performance, Frank goes backstage to chat with her. And then mess with her--he doesn't appreciate that she seems to care less what happened to her husband, Joe--dead from an oil rig accident that may have been planned--as the guy was Frank's friend. "Having a husband probably slowed you down some." He wants to talk to Paul, but gets Gordon.

So, Frank's finally gets to Atlas at the swell's mansion. On the agenda: financing for Frank's oil scheme. He presents a plan, "stolen oil, right from the oil field." Why wouldn't Atlas and Shay just bypass Frank? Good question. Anyway, Frank wants Louie to run the would-be company. After Frank leaves, the hoods come right out and say they'll indeed push the newbie out of the way when he's no longer useful. Next thing we know, Frank's making out with Madge at her restaurant; across town, he finds time to have the same fun with Zoe. Two-timer!

Unfortunately for Frank, Atlas and Shay burst in on them--Frank's decked. We travel to the Constant Trust Company. The mobster Constant is disappointed with Shay "I'm afraid the combine will have to look for a new man!" Duncan's deal, providentially, sounds like a bright spot. The mobster doesn't even want FranK. Meanwhile, Frank wants Zoe to decide "which team (his or Shay's) you're on." Out at the nitty-gritty level of the oil business, bribes are taken care of to divert the oil to the new company--nominally headed by Louie. Now the big wheel, Frank basically bait-snd-switches foreign buyers.

To get the oil to market, they need to hi-jack a load of pipe. The hoods stage an accident to lure the oil tanker drivers into an ambush. Against orders, the hoods kill one of the guys. The police figure that something big is brewing--"maybe there's something starting in the fields that we don't know about." Constant's upset about the murder; Frank even more so. Since Frank recorded the conversation in which he told Shay that he didn't want any gunplay, Shay's in the hot seat. Frank's in. It's obvious that Frank is pure ambition; he's just a hood now.

Zoe wants to see Frank. But she's blackmailing him--that's because another hood has a gun to her head. Frank hopes to scrounge up the dough from his safe. Walking into a trap, he hears "Zoe couldn't come, she's all tied up." He means literally. Here's the pitch: $25k or Zoe? Conveniently, there's a window open on this observation deck. Guess who falls out? Scratch one hood. Frank scoots back to Zoe's, but now Shay is there to ambush him. Getting the advantage, Paul has to be prevented him from killing him. Now Frank's telling Paul what to do.

One last independent company stands in the way of the big oil scam. Shay tosses hand grenades into the offending company's rigs; problem solved? No, because the cops catch up with Shay. Paul accuses Frank of double-crossing them. At this point, it seems they've all double-crossed each other. Paul wants to disappear, but the cops are after him too; he's shot in the street. Now, Constant, having overcome his aversion to violence, sicks Kato and Don (Paul Kellett and Charles H. Gray) on him.

Relaxing poolside, Zoe wants them to split "let's get out why we still have our necks." No dice, because, you see, Frank's a big man now. The killers arrive in town. Bursting into the office, Louie tries to fend them off. They smack Louie and leave. Well, so Zoe was right about going away. We knew that. Frank, now panicky, finds Madge, asking her to come with him. But first, she's to get some stuff from his place.

Madge shows up just as Zoe rifles through the corporate safe. Naturally, Zoe tells Madge she's not going anywhere with him. In fact, neither women is. Then Zoe gets kidnapped; she has to give up Frank's location, but they shoot her anyway. Madge calls the cops. They're looking for Frank too. He's waiting there all right. The hoods get there first--but Frank nails them both. Louie's job is to talk sense to Frank; he surrenders. Kind of an anticlimactic ending.

It's hard to get involved with these characters; both leads are just out for themselves, which makes their romance not quite believable. Madge and Louie are the only decent ones. Both are basically just side kicks; it might've been more interesting with Madge and Louie as the main characters. Ten years before this movie, a classic noir plot would show the ordinary guy (Louie) getting in over his head with the underworld, dragging down (before being redeemed by) the loyal, strong-willed girl (Madge). Here, it's the opposite; who cares about Frank and Zoe?

Frank is such a good criminal that he makes the other guys look like chumps. Even Constant is a boy scout by comparison. Others have noted that the initial scenes concerning the missing girl found dead are gratuitous. Aside from that, though, the plot works well, and the pacing keeps the action rolling. But that's it. No suspense, no feeling. The Houston Story is kindnd of entertaining, just not as good as it could be.

You've seen it many times before. Guy working his way up from the bottom besides that he can't wait to be promoted to move towards the middle so he becomes involved in illegal activities and ends up breaking the law to rise. This average film Noir crime caper features Gene Barry in a decent performance as the unfortunate loser hello, tired of working in the oil fields, decide to become involved with a racket that steals the oil and sells it on the black market. That gets him involved with a series of gangsters (including Arnold in his last film), and he begins to get in too deep.

This film has some surprisingly violent sequences, including one seen in a planetarium where someone falls out of the window as the Houston skyline is seen in the background. Barry is torn between songstress femme fatale Barbara Hale (quite different here than her Della Street role on "Perry Mason") and waitress Jeanne Cooper (long before "The Young and the Restless"), and the confrontation scene between the two women is fantastic.

However, this film has the aura of "I seen this all before and better", but veteran director William Castle does have a few unique elements in here. We've seen oil used in TV soap operas as a power rising plot device, as the motivation for war both in movies and on newspaper headlines, and here, where it involves a different type of criminal element. There are far too many characters and plot devices that ultimately it's slightly convoluted, and that takes it into a twisting path that only has one seeming way out.

This nifty B-noir is directed by William Castle and features Barbara Hale completely against type as a femme fatale who seems to have the market cornered on sin. She is so heartless that she doesn't even shed a single tear when Gene Barry shows up at her nightclub with the news that her husband is dead. It's just 'oh really'...'no big loss'...then back to her next Rita Hayworth-inspired performance of 'Don't Put the Blame on Mame.'

Such callous behavior quickly earns her a slap in the face. But she is not phased by any demonstration of brute strength...why should she be? It's clear that he wants her, even though he has a more faithful gal on the sidelines, a waitress at a country diner played by Jeanne Cooper. But he can't stay away, and this will be part of his downfall. They soon begin a relationship, and it's as far from a typical romance as you might expect.

In the next part of the story, we're told about a plan he has to swindle millions from investors in a Texas oil deal. But to get that scheme off the ground, he will need a bit of financial backing and support from a syndicate that operates in Houston.

One of the leaders of the organized crime unit is played by Edward Arnold. Mr. Arnold gives a magnificent performance as an aging mob figure who has seen and done it all. He realizes Barry might have a new spin on things and introduces him to some higher-ups. Of course, this will jeopardize Arnold's plans to push his own protege (Paul Richards) up the ranks. So there is a bit of a rivalry that develops, as both sides intend to usurp the throne but have their best laid plans foiled.

Meanwhile Barry's torrid affair with Hale continues. They share loads of chemistry and are fun to watch. In a way Hale's character seems inspired by the oil baron's daughter portrayed by Dorothy Malone in WRITTEN ON THE WIND. There is no flicker of a conscience, just an interest in dirty deals and dirty sex.

These two lost souls derive an intense satisfaction in knowing each other, even though their future is doomed. The scenes that play out on screen ooze a great deal of excess and sordid drama. There is a fatalism that permeates the action, in much the same way we would find in a Shakespearean tragedy. Inertia sends them forward like a runaway train, until that inevitable crash.

By the time we reach the 81 minute mark and the end of this film, a lot of lives have been ruined and lost. You can substitute the oil with gold or diamonds, any big ticket commodity...but the results will still be the same. Why? Because THE HOUSTON STORY is a morality tale about the ill effects of hedonism and indecency. And that makes it a guilty pleasure.