In the

United States Court of Appeals

For the Seventh Circuit

No. 99-2862

RAY HANANIA and ALISON RESNICK,

Plaintiffs-Appellants,

v.

BETTY LOREN-MALTESE, individually and

in her official capacity as president

of the Town of Cicero,

TOWN OF CICERO, THE CICERO TOWN NEWS, CICERO

TOWN REPUBLICAN ORGANIZATION, THE CICERO

OBSERVER, BOARD OF TRUSTEES MICHAEL FREDERICK,

RUPERTO ALEJANDRO, MOISES ZAYAS, JOHN KOCIOLKO,

JOSEPH VIRRUSO, RICHARD SMETANA, and JANET

POROD, individually and in their official

capacities, JEROME TORSHEN, and TORSHEN,

SPREYER, GARMISA & SLOBIG, LTD.,

Defendants-Appellees.

Appeal from the United States District Court

for the Northern District of Illinois, Eastern District.

No. 98 C 5232--James B. Moran, Judge.

Argued March 28, 2000--Decided May 5, 2000

 Before EASTERBROOK, MANION, and EVANS, Circuit

Judges.

 EVANS, Circuit Judge. This case marks another

chapter in the colorful history of Cicero, a

western Chicago suburb where Al Capone once set

up shop and where more recent political

shenanigans have been keeping federal

investigators and attorneys busy.

 Leading off this tale’s cast of characters is

Betty Loren-Maltese, president since 1993 of the

Town of Cicero and the widow of Frank Maltese, a

prominent Cicero politician who confessed to

being a mob bookmaker and pleaded guilty to a

federal gambling charge. See United States v.

Maltese, 1993 WL 222350 (N.D. Ill. 1993). LorenMaltese is a defendant in this civil case, along

with the town itself, some affiliated officials

and organizations, and Chicago attorney Jerome H.

Torshen and his law firm, Torshen, Spreyer,

Garmisa & Slobig, Ltd. The plaintiffs are two exemployees of the town: Alison Resnick and her
husband, Ray Hanania. Resnick was appointed the

town collector in February 1996, replacing her

father, Gerald Resnick, who held the position for

26 years before being nabbed in the government’s

"Silver Shovel" public corruption probe.

Hanania/1 is a former reporter for the Chicago

Sun-Times who served as the town spokesman from

1993 to 1996.

 Taking all facts alleged in the complaint to be

true, as we must do at this time (without, of

course, vouching for their accuracy), LorenMaltese fired Hanania in October 1996 when he

refused to defend her in the press against

charges of rampant corruption. Resnick also made

noise about corruption, requesting the State’s

attorney to investigate and helping to organize

an opposition slate of candidates that ran

unsuccessfully against Loren-Maltese in the

February 1997 Republican primary. Loren-Maltese

is not the sort of lady you want to cross, and

Resnick paid the price. Loren-Maltese stripped

the town collector’s office of authority and

employees, exiled the office to shabby quarters,

denied Resnick access to her files, and refused

to accept the monthly statements Resnick was

required to file.

 In June 1997 Loren-Maltese took away two of

Resnick’s last three employees. This, for

Resnick, was the last straw. She hired Torshen,

who helped her get a temporary restraining order

in state court that stopped Loren-Maltese from

impeding Resnick’s duties. The order also

reinstated two of Resnick’s employees. With the

TRO in place (it was even extended) the case

moved forward but, on Torshen’s recommendation,

Resnick signed a settlement agreement in August

in which she agreed to let it drop. The attorneys

Cicero retained to work out this agreement were

Merrick Rayle and Edward "Fast Eddie" Vrdolyak,

the former aldermanic nemesis and failed

electoral opponent of the late Chicago mayor,

Harold Washington. Incredibly, the Resnick-Cicero

settlement called for Cicero to refer some of its

future legal work to Torshen--and Torshen has

since represented Rayle in a lawsuit filed

against Cicero by the town’s former police chief

and his deputy.

 There was a period of detente between Resnick

and Loren-Maltese, but in December 1997 the

Cicero board of trustees sacked Resnick with

three weeks to go in her term. Resnick called

Torshen, who by this time was happily

representing Cicero in other matters. He finagled

two weeks of vacation time for Resnick and

persuaded her to leave it at that.

 Or so he thought. Resnick and Hanania later
filed a 42 U.S.C. sec. 1983 suit in federal court

against Torshen, his law firm, Loren-Maltese, the

Town of Cicero, and others. The lawsuit claims

that the defendants deprived Resnick and Hanania

of their constitutional right to speech by firing

them in retaliation for speaking out about

corruption. Torshen was named as a defendant on

the theory that he was in cahoots with the Cicero

officials when he convinced Resnick to sign off

on a settlement that was not in her interests.

Judge James B. Moran let Resnick and Hanania

proceed with their suit against the rest of this

crowd but dismissed the claims against Torshen

and his law firm. Resnick and Hanania now appeal

the decision that let Torshen off the hook.

 A complaint is properly dismissed under Federal

Rule of Civil Procedure 12(b)(6) if, taking all

facts alleged by the plaintiffs to be true and

construing all inferences in favor of the

plaintiffs, the plaintiffs have failed to state

a claim upon which relief can be granted. Pleva

v. Norquist, 195 F.3d 905, 911 (7th Cir. 1999).

And this complaint is full of so many mushy

"facts" ("it was widely believed" . . . "it was

widely rumored that") that Judge Moran shrewdly

branded it "an exercise in investigative

journalism." Nevertheless, we review its

dismissal de novo. Id.

 A cause of action under sec. 1983 requires a

plaintiff to demonstrate that he was deprived of

a right secured by the Constitution or a federal

law at the hand of someone acting under color of

law. Fries v. Helsper, 146 F.3d 452, 457 (7th

Cir.), cert. denied, 525 U.S. 930 (1998). A

private individual has acted under color of law

if there was a concerted effort between the

individual and a state actor. Id. Establishing

sec. 1983 liability through a conspiracy theory

requires a plaintiff to demonstrate that (1) the

private individual and a state official reached

an understanding to deprive the plaintiff of her

constitutional rights and (2) the private

individual was a willful participant in joint

activity with the state or its agents. Id. We

turn, then, to the question of whether the

allegations in this complaint are sufficient to

demonstrate, even at the notice pleading stage,

that a conspiracy, involving Torshen, was afoot.

See Ryan v. Mary Immaculate Queen Center, 188

F.3d 857 (7th Cir. 1999).

 Why Resnick, who certainly is no idiot, signed

a settlement agreement that she claims achieved

nothing for her is anybody’s guess, but sign it

she did. The agreement contained six provisions:

1. Resnick would drop her case.
2. "Plaintiff shall serve out her Term as Town

Collector through December 31, 1997. She shall

come to work and Board Meetings as appropriate

and assist in the transition of her elected

successor, whose Term commences January 1, 1998.

She shall perform all of the duties and functions

of her appointive Office."

3. Resnick would not file any new suits arising

out of the claims in this case.

4. The agreement would be confidential.

5. Cicero would refer to Torshen’s law firm the

town’s defense in a pending personal injury case.

6. Resnick would try to persuade her husband,

Hanania, to stop publicly slamming Cicero and its

officials.

 Cicero’s promise to hire Torshen--who at the

time was representing Resnick, Cicero’s adversary

in this litigation--for future legal work strikes

us as highly unusual. Settlement agreements

sometimes provide for one side to pay the other

side’s attorneys fees, but a settlement like this

in which one side essentially hires the other

side’s lawyer is new to us. Whether it violates

the duty of loyalty an attorney owes to the best

interests of his client is not for us to say, but

it should make one a little queasy (see Preamble

to the Illinois Rules of Professional Conduct,

Article VIII, Illinois Supreme Court Rules, 134

Ill. 2d 470; ABA Model Rule of Professional

Conduct 1.8(f); Kling v. Landry, 686 N.E.2d 33,

39 (Ill. App. Ct. 1997) ("When in the course of

his professional dealings with a client, an

attorney places his personal interest above the

interest of the client, the attorney is in breach

of his fiduciary duty by reason of the

conflict.")).

 The question for us, however, is not whether

Torshen acted unethically or committed legal

malpractice, but rather whether this fact-laden

complaint shows that, under color of state law,

he conspired with others to deprive Resnick of

her constitutional rights. Ironically, the fact

that Torshen’s alleged conflict of interest was

so blatantly spelled out in the settlement

agreement undercuts the complaint’s conspiracy

claim. Whatever scheming might have gone on here

was certainly not covert.

 Resnick’s sec. 1983 claim as to Torshen is

based on the premise that this agreement gave her

nothing, gave Cicero everything, and gave at

least a little something to Torshen. The first

question is whether the agreement was as lopsided

as she claims. If not--if she actually got
something out of the settlement--then her claim

against Torshen is a nonstarter. Torshen says the

second provision of the settlement allowed

Resnick to serve out her term, thereby achieving

the litigation’s purpose. Resnick says she was

entitled to serve out her term the day she was

appointed and the settlement did nothing to

shield her from Loren-Maltese’s ongoing

harassment. We might be inclined to adopt

Torshen’s interpretation if the agreement

explicitly allowed Resnick to finish her term

without interference, but the agreement contains

no such language. Because all inferences must be

construed in the plaintiff’s favor, we treat the

settlement as a sham that provided Resnick with

no benefits.

 The next question is whether Torshen’s success

in persuading his client to sign a worthless

settlement agreement raises an inference that he

and Cicero reached an understanding to deprive

Resnick of her constitutional rights. Torshen and

Cicero’s representatives clearly reached an

understanding that it would be advantageous for

Resnick to drop her state lawsuit. Sharing the

goal of having Resnick abort her state case does

not necessarily translate, however, into a mutual

goal of trampling upon Resnick’s constitutional

rights. It is true that participants need not

share the same motives to share the same general

conspiratorial objective. See United States v.

Irwin, 149 F.3d 565, 573 (7th Cir.), cert.

denied, 525 U.S. 1031 (1998). So, for instance,

if Torshen’s motive (allegedly ginning up some

new business) differed from Cicero’s motive

(stifling Resnick), Torshen would still be liable

if he shared with the Cicero defendants the

ultimate goal of depriving Resnick of her

constitutional rights. Whether characterized as

motive or objective, however, the most that can

be said about the allegations is that Torshen’s

actions do not appear to go beyond greed. Viewed

favorably to the plaintiffs, Torshen wanted what

apparently turned out to be lucrative legal

business from a town that often finds itself in

court. The settlement was the means to Torshen’s

pecuniary ends. But even if this is all true, the

allegations fail to demonstrate a desire by

Torshen to snatch away Resnick’s constitutional

rights.

 Furthermore, the settlement of Resnick’s state

lawsuit is not connected to the acts underlying

the sec. 1983 claim. The sec. 1983 claim is that

Loren-Maltese and the Town of Cicero retaliated

against Resnick for exercising her First

Amendment right to speech. Resnick says the

defendants were unconstitutionally squeezing her

office before she filed the state lawsuit, but

Torshen was not involved in any of this. Resnick
also says the defendants forced her out of office

after she settled the state lawsuit, but Torshen

was not involved in this, either. Resnick argues

that if Torshen had done a better job of

protecting her in August of 1997 she would not

have lost her job in December, but that, if true,

is legal malpractice, not a federal sec. 1983

claim. If the settlement agreement had foreclosed

Resnick from ever filing suit against LorenMaltese and Cicero in the future, then perhaps

Torshen could be tied into an alleged conspiracy

to deny Resnick her constitutional rights. The

dismissal of the state lawsuit, though, did not

prevent Resnick from bringing her sec. 1983

claim-- her federal case is going forward against

the Cicero defendants. The nastiness that gave

rise to the sec. 1983 claim took place before and

after Torshen was on the scene, but he was not

involved in the nastiness.

 To wrap up, if these allegations against

Torshen are true, i.e., that he railroaded

Resnick by getting her to sign the settlement

agreement and later negotiated vacation pay on

her behalf when by that time he was representing

the town that had just fired her, Torshen may

have acted unethically or committed legal

malpractice. This complaint, loaded as it is with

factual allegations, does not show, however, that

Torshen conspired with the Cicero defendants to

deprive Resnick of her constitutional rights. We

affirm the district court’s dismissal of Torshen

and his law firm from this case.

/1 Hanania is only a bit player in this present

dispute so we’ll focus on Resnick’s claims as we

move along.