Directed by George Roy Hill and with music by Scott Joplin, a young grifter goes to Chicago to learn the big con from an expert to get revenge against a rich racketeer who had his friend killed.
In Joliet, Illinois in September 1936 unemployed people sit around town. Mottola in a suit goes up stairs and into a business. Granger (Ed Bakey) talks on the phone to Combs (Arch Johnson) in Chicago and says the mayor shut down the rackets for a couple hours to make it look good. Combs asks if they are making their payments. Granger says they cleared ten grand this week, and Combs says they took in 22. A secretary hands Granger a bundle of cash. Combs says several other cities all did better than Granger who says he will send the take. Granger puts the money in a sealed envelope and tells Mottola to take it to Chicago on the 4:15.
Mottola goes down the stairs and in the alley he sees the black Luther Coleman (Robert Earl Jones) shouting to stop Erie Kid (Jack Kehoe) running in front of him because he has his money. Johnny Hooker (Robert Redford) throws his suitcase at Erie who pulls out a knife and calls him a “nigger-lover.” Luther shouts not to let him get away because he has his wallet. Hooker kicks the wallet toward Mottola and grabs a box to defend himself. Erie runs away. Mottola has picked up the wallet and runs with Hooker to the wounded Luther. Hooker sees his knife wound and says he will get a doctor and the cops. Luther says no cops, and he checks the money in his wallet. Hooker says he is crazy to be carrying around so much in this neighborhood. Luther cannot get up and says he has to pay off the mob for some slots; if he does not pay off by 4, he is dead. He offers the other two $100 if they will deliver it for him. Hooker is suspicious and is afraid the mugger may be waiting for him around the corner, and he says he won’t do it. Luther asks Mottola and says he will give him the $100. Hooker warns him not to trust him, but Mottola tells him to butt out and asks how far it is. Luther gives him the address, and he gives him an envelope he says has $5,000 and a $100 bill for him. Mottola says he can trust him. Hooker says the goons may search him, and he should not carry it that way. He suggests a handkerchief and wraps the envelope in it and tells him to put all of it in there. Mottola hands him the other envelope from Granger, and Hooker wraps them up and puts them in his pants to show him how to do it. Then he removes a bundle from his pants and gives it to Mottola who puts it in his pants. He thanks them and walks off.
Out of sight Mottola runs to a taxi. He gets in and tells him to go to Joliet station. He laughs and says he made the easiest $5,000. He pulls out the bundle and finds it is filled with toilet paper.
Hooker tells Luther to hurry up as they run away. They stop to rest and are laughing. Hooker opens up the envelope and says they are millionaires; he would have settled for the guy’s shoes. Luther says they will split it up tonight, and they run in different directions.
Hooker buys new clothes and a bouquet of red roses. He goes into a burlesque house. He watches Crystal (Sally Kirkland) dancing on stage, and she asks if he is getting married. He offers to spend 50 on her, and she agrees to give up her later show.
Hooker and Crystal go into a gambling place and play roulette. He bets $3,000 on red, and the boss tells him to take the bet. Hooker sees that the croupier cheated, and the croupier thanks him for not objecting. Crystal wants to try it again and gets frustrated and leaves. Hooker goes out and throws a bottle of champagne in a trash can.
A man comes into an office at night and tells Combs that he found Mottola drunk in Joliet and that he lost the $11,000 to con artists. Combs says he has to call New York to find out what the boss wants to do.
In a plush casino a man in formal clothes answers the phone and passes the message to a man who tells Doyle Lonnegan (Robert Shaw) that they lost $11,000 to two grifters. Doyle orders the local people to take care of them. He says they have to discourage this.
Hooker knocks on a door and is welcomed by Luther’s family. Two women and a boy go out to a church bingo game. Hooker gives Erie and Luther their cuts, gets a beer, and sits down at the table. Luther asks him where he was and how much he lost, and Hooker admits he lost all of it. Luther lectures him for spreading it around so fast, and Hooker says he checked the place was free of cops. Luther says he is a con man, but he spent it like a pimp. Hooker asks what’s bothering him because he has blown money before. Luther says a high-class grifter would not do that; but he admits that Johnny is the best. Luther says he is getting out because he is getting too old, and he admits he never played the big con. He says rich boys are not going to trust a hungry black man, but he waited for this one all his life. Now he can quit while he is ahead. He is going to invest in a business with his brother. He suggests that Johnny look up his old friend Henry Gondorff in Chicago because he is the best inside man and will teach him what he needs to know.
Johnny and Erie are walking on the street and talk about grifting. A police car stops, and Lt. Snyder (Charles Durning) gets out and chases Johnny against a wall and says he scored big. Johnny denies it, and Snyder hits him and roughs him up. Another cop in uniform is watching Erie. Snyder explains that they took money from a numbers runner for Doyle Lonnegan. Johnny says he is not stupid enough to play for rackets money, but Snyder says it does not matter to Lonnegan who will swat him like a fly. Snyder says no one can protect him if he fingers him. He figures he got at least $3,000, and he wants $2,000. Johnny says his share was only one. Snyder says he will have to come up with another grand. Hooker stands up and takes out some money which Snyder grabs. He says he is smart not to get killed over two grand. Snyder tells Erie he will bill him and gets into the car which drives off. Erie says he thought Johnny blew his money, and he says he gave him counterfeit money.
Johnny runs into a store and pulls a woman out of a phone booth to make a call. Erie arrives and says he is committing suicide when Snyder finds out. Johnny says Snyder is never the first to know. If he knows, everybody knows. Erie warns him not to go back to his place tonight. Johnny says there is no answer at Luther’s, and he runs out. The woman beats Erie saying she wants her nickel, and he goes into the phone booth to avoid her.
Johnny runs upstairs to Luther’s apartment and finds it a shambles. He looks out the window and sees Luther lying on the ground. He runs out there and realizes Luther is dead. Erie arrives and tells Johnny to get away. Johnny runs and hides.
Hooker is walking on a street in Chicago and asks Billie (Eileen Brennan) who is sweeping stairs, if she knows Henry Gondorff. She says no and tells him to beat it. He says Luther Coleman sent him. She asks if he is Hooker and tells him to come with her. She unlocks a door to an empty merry-go-round and tells him it is the room in the back. He knocks and goes in and hears snoring. He finds Henry Gondorff (Paul Newman) asleep on the floor.
Henry is in the bathtub with the shower running on him and tells Hooker to turn it off. Hooker asks if he is sober. Henry turns off the water and calls Hooker a “horse’s ass.” Hooker says Luther said he could learn from him and says he already knows how to drink. He had him as a big-timer, and he asks what happened. Henry says he conned a senator on a stock deal, and he put the feds on him. Henry gets up, and Johnny asks if he has played any big cons since then. Henry says he has been kicking around one step ahead of the G-men until Billie set him up there. He tells Johnny that he still knows how. He puts a hunk of ice in a sink and breaks it up with a pick. He asks Hooker if he is staying for lunch, or does he already know how to eat. He asks if Lonnegan is after him. Hooker says he does not know and has not seen anybody. Henry says you never do.
Floyd tells golfing Lonnegan that they got the black grifter, but they are still looking for the other one. He asks who Combs put on it, and Floyd says he gave it to Riley and Cole. Floyd says the other guy skipped town, and he asks if he wants them to keep after him. Lonnegan points to a man who works for the protection rackets and tells him that if he ever learns he can be taken by one grifter, he will have to kill him and every other guy who wants to muscle in on his Chicago operation.
Henry in overalls is on the merry-go-round, and Billie asks him to open early today and to fix it because a horse threw a kid on his head. Hooker asks if he is going to spend the rest of his life there, and Henry says he could do worse. Hooker says he wants to play the big con for Lonnegan. Henry asks if he knows anything about him, and he says he killed Luther. Hooker says what Lonnegan does, and Henry warns him no fix could cool him out if he blows on him. Hooker says he will get him without killing him. Henry says he can’t do it alone. Henry says he has to keep his con after he took him so that he does not know who took him. Hooker says Henry is scared of him, and Henry admits that he is. Hooker says he will go for him. Henry says that after what happened to Luther, he could get at least two hundred guys. Henry hopes that Hooker is a fast learner like Luther said.
Henry in a fine suit has Hooker getting a hair cut. Then he takes him to a tailor for clothes. Hooker rents a room.
Henry sits in a hotel lobby, sees Kid Twist (Harold Gould), and gives him a signal. Henry goes to a bank and signals the teller Eddie Niles (John Hefferman) who closes his window and quits his job.
Hooker puts a small piece of paper in his door so he can tell if anyone has been there.
Billie goes into a room where Henry is playing cards with Twist, Hooker, Eddie, and J. J. Singleton (Ray Walston). She pours more beer and removes the empty bottles. Eddie is telling them about Lonnegan and says he is putting more money in his savings and loan business. He knows the market, and he does not think they could take him on a stock deal. Twist tells them about a packing house where Combs operates, but he says Lonnegan stays away from there in case it is raided. He shows Hooker photos of Combs’ torpedoes Riley and Cole and asks if he has ever seen them. Twist says they got Luther and the numbers runner Mottola they conned. Twist says Lonnegan has killed seven or eight people while he has taken over the numbers racket; he is very vindictive. Henry tells Hooker to let them know if he sees anything because they may have to fold the con.
Billie walks back to the bar and asks Danny for five more beers. Snyder asks her if she is the owner and shows his police badge as a bunko. He says he is looking for a guy on a counterfeiting rap, but she says she always bounces the lamsters. He asks if he can look around. She says no but gives him a free beer. He pours the beer on the bar and says he does not need her permission.
J. J. Singleton says Lonnegan is an Irishman who does not drink, smoke, or chase dames. He only goes out to play faro against the house. He never plays anything he can’t win. He likes boxing but does not bet. Henry asks if he does anything when he is not alone. J. J. says only poker, and he is good at cheating. Henry smiles and asks where he plays, and J. J. says he plays on a train with high rollers.
Snyder comes back to Billie and asks where the rooms are. She asks if he knows he is there and what his name is; but he just says he is checking all the places. He goes toward the rooms, but she warns him he will be busting in on the chief of police. She takes a tray of beers back to their room.
They are discussing the con, and Billie puts down the tray and whispers to Henry. He suggests they use a wire, but Eddie says it has been out of date for ten years. Henry says that is why he won’t know it. He says they need two men on the inside and asks if they object to Hooker as the second man. He says they will hook Lonnegan in the poker game and bring him here. He asks J. J. if he can get in the poker game. J. J. says he only has to show up with a lot of money. Henry says he also has to win. He asks if anybody has been passing bad money lately. He tells her to stall him if he comes in again so that he can get a look at him.
Twist, Eddie, and Benny Garfield (Avon Long) in an alley go down stairs to check out a large empty room. Eddie says it is okay, and Twist tells the landlord they will take it; he also rents a corner room. He pays the man and says they do not want to see him down there anymore. Benny says he will rent all the equipment they need for a wire store for $2,000. Twist says they will send a truck and asks if he wants a flat rate or a percentage. Benny asks who the mark is; when he finds out it is Doyle Lonnegan, he asks for a flat rate.
At Grand Central Station Henry and Hooker watch Lonnegan come in. On the train Henry pays the conductor (Larry D. Mann) to get him into the poker game.
Twist comes into a smoky bar and says hello to many men. He goes into a back room and talks to Duke Boudreau (Jack Collins) about Luther and the wire store Gondorff is setting up. He needs twenty men, and Duke says the talent is right there. Twist says they have to be good, and Duke sends an assistant to get the sheet. Snyder comes into the bar which becomes quiet. Duke takes a look and asks Twist if he knows this guy. Twist says he never saw him, but he is a dick. Snyder sees Erie and asks if he has seen his friend lately. Erie says he packed it in and enrolled in detective school. Snyder pats his back and chuckles. Then he slams his nose against the table and tells Erie to tell him he had better pay up before he gets to him. Lace brings the sheet to Duke who reads off the names. Twist tells him to send the thirty to a pool hall by 6. Duke warns Twist if this blows up, he can’t help him downtown. Twist says if it blows up, the feds will be the least of their worries.
At night on the train J. J. comes into Henry’s room and learns he is in the game. J. J. says he learned that he plays with two kinds of decks, and he got him one of each. He also says he likes to cold deck low with eights or nines. Henry thanks him for his work, and they open the boxes of cards.
Lonnegan and Floyd enter a car, and Billie apologizes for bumping into Lonnegan. She drops his wallet on the seat by Hooker who puts it in his pocket. Hooker walks through the train to Henry’s room and gives the wallet to Henry who says there must be fifteen or twenty grand there. Henry shuffles the cards and deals, making an ace come up whenever he wants. When he fumbles the deck, he tells Hooker to worry about his end.
Men are laughing and drinking while Lonnegan asks the conductor about the new man. He says has an expensive suit and luggage and gave him $200; he vouches for him and says he will be there.
In his room Henry pours gin from a bottle into a sink and tells Hooker to always drink gin from a bottle with a mark, and then he can’t tell if you cut it. He puts water in the gin bottle.
Lonnegan has the men begin the poker game without waiting. Henry arrives and says he was taking a crap and acts drunk. He is introduced as Shaw to the men playing. Henry says if they want to make a book in Chicago, he is the guy to see. The conductor says it is $100 minimum and table stakes. Henry starts to take out his money, and the conductor tells him it is a gentleman’s game, and they assume he is good for his debts. Henry asks for 5,000 in chips and pours a drink from his bottle. Lonnegan tells Shaw they require a tie at this table and that they can get one for him. Henry thanks him and slurs his name, burps, and takes a drink.
In the wire room Curly Jackson tells Twist he worked in Baltimore, and Twist is impressed and hires him.
In the poker game Henry takes three cards, looks back at Floyd behind him, and holds his cards close to his chest as he looks at them. Henry and Lonnegan call and raise each other. Lonnegan has two pair, but Henry puts down three tens and laughs. He mangles Lonnegan’s name again and makes fun of him. Lonnegan gets angry and grabs his wrist and tells him to remember his name.
Benny arrives with a wire machine and a tap, and he says they will get great results as fast as West Union gets them. Eddie asks if J. J. knows how to work it, and Benny says all he has to do is read the tape. Joe Erie comes into Twist’s office and keeps a hand in front of his nose. He admits he has not played the wire or big cons before; but he says Luther was a friend of his, and he wants to help. Twist asks if he got his bloody nose in Duke’s place tonight, and Erie says yes. Twist says he has moxie and tells him to get a suit.
Henry sneezes and wipes his nose with the tie, and he wins another pot with a flush. One man quits, and Henry laughs, calls him a chump, and says “Lombard” will be joining him soon. Another man stops playing and says he does not like the company. Henry says that leaves just three of them. Lonnegan says tempers are running high and calls for a break. Henry says he just started to “do good” and slurs his name again. Lonnegan laughs and leaves the compartment. He goes to a sink to wash his hands and tells Floyd to stack a deck for him with threes and nines. He says he is going to bust the bookie in one play.
The other men have paid, and Lonnegan changes the cards. Henry is dealt a hand with three 3s, and Lonnegan has two 9s. They bet $1,000. Henry draws a fourth 3, and Lonnegan gets two more 9s. They bet $13,500. Lonnegan shows his four 9s, and Henry puts down four jacks. Henry says he owes him fifteen grand. Lonnegan reaches for his wallet and says he must have left it in his room. Henry stands up and gets angry. Henry says he will send a boy around in five minutes; if he does not pay, he will tell people in Chicago that he welched. He asks the conductor to cash him in.
Henry goes back to his room and tells Hooker he is on. He says they have working money, but he warns him that Lonnegan is steaming.
In his room Floyd tells Lonnegan he must have made a switch. Hooker comes in and says Shaw sent him. Lonnegan asks how his boss does it, and Hooker says he cheats. Lonnegan says in that case he will keep his money, and they will play another game. Hooker says he does not have any money to keep, and he hands him the wallet. He says Shaw hired a dame to take it from him. He says Shaw knows he cheats, and he just waited for the chance to clip him. Lonnegan lunges at Hooker and throws him against the wall. He gives orders, but Floyd says they will be in the station soon. Hooker says it would not look good if he killed a guy he owes money to. He says there are better ways to take him down. He asks what he thinks Shaw would do to him if he knew he was telling him this. Lonnegan says okay and asks why the rat. Hooker says he wants to take over his organization, and he needs Lonnegan to help him break him. Lonnegan picks up his wallet and asks where his money is. Hooker says Shaw has it. Lonnegan tells Hooker that he is giving him a lift home, and he can explain it to Shaw. Hooker agrees.
Outside the station Lonnegan and Hooker get into a car with Floyd. Lonnegan asks Hooker what makes him think he can beat him. Hooker says he has been planning it, and he needs someone who is respectable but not too legitimate. Hooker says he only has to put down a bet at Shaw’s place. He will supply the money and the information. Lonnegan asks about the money he was supposed to collect from him for Shaw. Hooker says he will tell him he paid it. He keeps his books, and Shaw trusts him. Hooker says he will pay it himself if he has to. Lonnegan tells Floyd he will have to keep him away from this guy so that he won’t get ideas. The car stops, and Hooker says he will be at Klein’s drugstore at 1:30 if he is interested. He gets out of the car.
Hooker goes upstairs and sees the paper on the floor and runs down the stairs as a man shoots at him. Two men come out of the building after him but have lost him.
Hooker comes into the wire room and tells Henry it was easy. Hooker denies there is any sign of trouble. He says Lonnegan threatened to kill him, and Henry says that means he is getting to him.
Lonnegan comes into the office of Combs and asks Riley what happened. Riley says someone must have wised him up that they were in his room. He says Cole took it hard. Lonnegan tells Combs to put Salino on it, and Combs asks why waste their best people on a small-time job. Lonnegan says he wants to see Cole, but Combs does not expect him to come in. Lonnegan says it is Salino’s job now, and Cole had better not muscle in. He ask Combs for the books and sits down.
In the bar Erie is nervous, and Jackson putting on his disguise tries to calm him down.
Hooker is waiting in the drugstore, and suddenly he hears Lonnegan in a booth behind him. He moves over there and tells him what he has to do. After 2 the phone will ring, and he will be given the name of a horse. All he has to do is to take this $2,000 and go into Shaw’s place and bet it on that pony. He only has three or four minutes to place the bet. Lonnegan says he will not break him on a $2,000 bet, and Hooker says it is just a test for the big deal later. He says he will pay him back after the race. He tells him good luck and goes out.
From his apartment Twist sees Hooker come out of the drugstore and make the sign as he crosses the street. Hooker goes into the bar and nods to Henry.
The phone rings at 2:40 in Twist’s apartment, and he is given the information. He calls the phone booth and tells Lonnegan to bet on Blue Note to win. He and his two men walk down the street, and Twist sees them.
Hooker is in the wire room as the three men come in. Billie says he has his aides with him, and Henry says they will have to do something about that. The voice of J. J. is being heard on what is happening at the race tracks. Henry smiles at Lonnegan and calls him Harrigan. Lonnegan bets on the horse, and Henry tells Eddie to make sure he sees the money. J. J. describes the race, and Hooker nods to Lonnegan. Erie tells Lonnegan that he bet on the wrong horse. Hooker tells Lonnegan to give him time. J. J. announces that Blue Note won. Lonnegan goes to the window to collect his money, and Henry comes out and tells him to get his two men out of there. Henry tells “Kelly” to run those bums out of there, and Hooker goes to Henry who tells him to shut up and run them out. Hooker looks apologetically at Lonnegan who leaves with his two men. After they leave the room, Henry says that is it, and they all relax. Billie tells J. J. to stop the narration.
Hooker goes into an elevator, and he goes into Lonnegan’s hotel room. Lonnegan is dining, and Hooker tells him he can do it again. Next week they are going to put down $400,000 and at 5-1 that will win two million. Lonnegan would get 20% of it. Lonnegan asks Kelly if he has a system, and he says no. Lonnegan says he is past posting, and he says they could be. Lonnegan asks how. Hooker says he has a partner in the Western Union office who gets all the race results that are passed to the bookies. He holds up the results for a couple minutes while they get a bet down, and they clean up on a race that was already run. He says it can’t miss unless the Western Union dicks learn of it. Lonnegan nods, and Floyd gives Hooker an envelope. Hooker says there is only one grand there, and he asks for the other fifteen. Lonnegan says he owed him that and tells him to place another bet. Hooker says he decides when to place the bets. Lonnegan disagrees. Hooker says he has to talk to his partner first. Lonnegan says he will talk to him himself and says he will pick him up tomorrow at three.
Hooker leaves the hotel and walks on the street. At a pay phone he tells Twist that he wants to see his partner tomorrow at three. Twist says he will get Eddie looking for a place. Hooker hangs up, and Snyder breaks the glass with his pistol. Hooker comes out and jams Snyder’s hand in the door and runs off as Snyder falls on the floor.
Hooker runs across a street and under the railroad tracks followed by a car. He sees the car and runs into a building and jumps over a turnstile and goes upstairs. Snyder runs into the building. Hooker is running beside the railroad tracks and is followed by Snyder. Hooker goes up on a roof and outruns the heavy Snyder who shouts that he will get him.
In the bar Henry asks Hooker why he didn’t tell him about Snyder before. Billie is treating his face. Henry asks what else he has not told him, and Hooker says nothing. Henry asks why he moved out of his room, and Hooker says it was too noisy. Henry says he can’t play his friends as marks. He says it would be easy for one of Lonnegan’s guys to get him. Henry says he won’t learn. Henry says he is teaching him great stuff, and all he wants to do is run down a bullet. Hooker says it will only be for a couple of days, and he can stay clear that long. Henry says they will probably miss Hooker and hit him.
Hooker walks into a diner and orders lunch. At 3:45 he pays the waitress Loretta (Dimitra Arliss) and asks what happened to June. She says she is filling in and needs money so she can leave town. He tells her to keep the change.
Twist and J. J. dressed as painters go into the Western Union office and say they came for a painting job.
Lonnegan’s car picks up Hooker on the street and asks what happened to his face.
Twist and J. J. tell the employee he has to leave while they paint, and he goes out. Twist takes off his painting suit and acts like an employee.
The car parks in an alley, and Hooker takes Lonnegan to the side door. Twist answers the door and tells Hooker they are painting the place and cannot let anyone in now. He says they will have to go somewhere else. He leaves a message on an intercom machine that the real employees hear, and he leaves with Hooker and Lonnegan. J. J. leaves the place before the employee comes in.
At a restaurant Lonnegan says he wants to see it one more time. Twist says they have telegraph inspectors all over the place. Hooker asks if he can do it. Twist says they have 400 grand coming in next week, and he does not want to risk it on fifteen Gs. Lonnegan says if it works again tomorrow, he will finance the entire thing with a half million for a 60-40 split. Twist says he already has a guy who will do it for 50-50. Hooker says Lonnegan is a banker, but Twist says Shaw might get wise if they keep cleaning up on long shots. Lonnegan tells him he will do it for short odds and leaves the table.
Snyder is eating in a café when two men in suits come in and says they are FBI and that special agent Polk wants a word with him. He pays and goes with them. They get out of a car in the rain and go into a factory building. FBI agent Polk (Dana Elcar) tells Snyder to sit down and shut up. He asks if he knows a hustler named Johnny Hooker. Snyder says he knows him but not where he is. Polk says he is chumming with the big C Henry Gondorff. He says they know he is going to run a con; he can beat it unless they catch him cold. They want him to pick up Hooker for them because if Gondorff learns the feds are in on it, he will fold up the whole thing. Snyder makes fun of his office, and Polk tells him they are not going to tip off the police this time. He says Snyder can get a reward. Snyder asks why they want Hooker, and he says they want to use him to get Gondorff. Snyder says he will never do it, but Polk disagrees.
Lonnegan gets out of a car in the rain, and a buzzer alerts Henry. He tells people to get ready. Henry goes into the room where J. J. and Billie are looking for a winner that is not a long shot. Henry tells Eddie at a pay-off window that they can’t afford to pay for a long shot; they will have to give him a shut out. J. J. finds that Wrecking Crew came in at 3-1 and says that is their boy. Billie goes out and tells Henry.
Twist gets a call in his apartment and calls the drugstore payphone. Lonnegan answers and is told to bet on Wrecking Crew at Belmont to win. He goes out alone.
Lonnegan comes into the wire room and hears J. J. describing the races. Lonnegan gets in a line at the window. Henry is watching and tells J. J. when to start the race. Eddie tells Lonnegan that it is too late to bet. Lonnegan tells Hooker what happened. J. J. announces that Wrecking Crew won. Lonnegan leaves, and Hooker follows him out. Outside Lonnegan tells Hooker to make sure he is a winner next time.
Hooker is eating in the diner and pays the waitress. He asks when she gets off, and she says 2 a.m. He asks if she is doing anything, and she says sleeping. He sees a man waiting outside and asks if there is a backdoor. She asks why, and he says he wants to kill him. He asks her to go into the bathroom and open a window. He goes out the front, sees the man, and then runs back in, followed by the man. The man runs into the bathroom and sees a woman’s feet in a toilet stall. He tries to open it, and she says it is taken. He notices the window is open and goes out but finds no one outside. Hooker is hiding in the stall with the woman, and he thanks her and runs out. He goes out the front and turns and sees the man and then runs the other way. The man shoots at him. He runs into an alley and comes to a dead end. The man follows him and looks around and does not see him. He turns around, sees Loretta Salino, and is shot dead with a silencer. A manhole cover indicates where Hooker was probably hiding.
Hooker returns to his room, and Snyder with a gun captures him. He takes him in handcuffs to the factory where FBI agent Polk tells Snyder to remove the handcuffs. Hooker says he does not know Gondorff and that they have nothing on him. Polk asks about counterfeiting. Polk says they got a tip that Gondorff is going to run a con on the south side, and they want him to tell them when he is going to play his chump. They will make the sting, and he will walk out free as a bird. Hooker shakes his head. Polk asks if he wants to spend twenty years in a federal prison, but Hooker says he will make parole. Polk says he won’t even get a review. Polk asks the name of the wife of Luther Coleman, and he says she will go to prison too for a lot of things. Hooker sits down. Polk says he will get Gondorff whether he helps him or not. Hooker asks him to wait until the chump is completely played, and Polk agrees. If he tries to escape, they will shoot him down. Hooker says he has to finish the play.
Henry and Hooker are playing cards, and Henry asks why he is not talking much. Billie comes in and says she wants to open the round for the girls, and Henry says sure. She takes the key and goes out. Henry says they are not going to lose him now. They are playing cribbage. Hooker asks how many cons he has played, and Henry says hundreds. Sometimes they used to play two a day. He says Chicago was a fixed town, and the dicks took their share without a beef. He says it was like a business and stank because it was not like being a grifter. Henry says he has to pack because he will be a hot number after tomorrow. Hooker says he is asking him to do it for Luther. Henry says he is not doing it for Luther, but it seems worthwhile. Hooker says goodbye and goes out.
Outside Hooker sees the light at the diner go out, and Loretta comes out. He walks slowly across the street, and sees a light come on in a hotel room. He goes up the stairs and knocks on the door. Loretta opens the door and says he missed him. He asks if she would come out for a while for a drink. She asks if he expects her to come out just like that; she does not even know him. He says he is like her, and she lets him in.
Henry is in bed with Billie who tells him to knock off because he has done everything he can.
Hooker is in bed with Loretta.
The next day Hooker is asleep alone and wakes up. He notices nothing in the closet or in a drawer. He looks in his wallet which still has money in it.
Henry is dressed in a fine suit.
Someone with black gloves connects a pistol.
A man in a uniform brings a suitcase and puts it on Lonnegan’s desk. He opens it and sees bundles of $100 bills.
The man with the black gloves adds a silencer to the pistol.
Hooker is eating at the diner where a man is working.
Henry and Billie leave home.
Hooker dresses in a formal suit. He wears an overcoat and uses an indoor payphone to call Polk and tells him there will be a guy or two at the door, but nobody is carrying any heaters; so they should not have any trouble. Snyder is with Polk and is listening too. Polk says he will see him there, and they hang up. Hooker goes down stairs with a suitcase and goes out a side door. He walks in the alley and sees Loretta walking toward him. The assassin is behind him and shoots her in the forehead with his silencer. She has a pistol in her hand, and the man says she was going to kill him; he says her name is Loretta Salino (Dimitra Arliss). The man says Lonnegan’s people set her up in the diner. He tells him to get out of there with him and runs off. Hooker hesitates and runs after him.
In a car Hooker says she could have killed him last night. The man says too many people might have seen him go into her room. Hooker asks who this man is, and he says Gondorff asked him to look after him.
Polk comes out of the factory with several men, and he tells Snyder they learned that Gondorff’s mark is a big New York wheel. As soon as they are inside, he tells Snyder to get him out of there fast. They get into a car, and two cars drive off.
Lonnegan and Floyd get in a car.
Henry sees the man and Hooker come into the wire room.
Twist sees Lonnegan’s car arrive, and he presses the buzzer.
Henry tells the guys to get ready. J. J. says he is working on it, and he tells Billie he found one.
The phone rings at the drugstore, and Lonnegan answers. The voice says to bet on Lucky Dan in the third race at Riverside Park. Lonnegan takes the suitcase and crosses the street and goes down the alley.
Hooker sees Lonnegan come into the wire room. He goes to the window and says he has $500,000 to bet on Lucky Dan to win. Eddie asks him to hold on and goes to get the manager. Eddie goes to Henry and tells him the bet. Henry walks over and tells Lonnegan that a bet like that could break them. Lonnegan calls him a gutless cheat. Henry asks the odds, and Eddie says 4-1. Henry tells him to take all of it. Lonnegan passes the money through the window. Billie signals J. J. to start calling the race. Lonnegan sits down and listens. Twist comes in and sits next to Lonnegan and says he is sorry he couldn’t wait. Lonnegan says he put a half million on Lucky Dan to win. Twist says they said place, not win; they said, “Place it on Lucky Dan.” He is going to run second. Lonnegan gets up and goes to the window and asks for his money back. Polk bursts in with a pistol followed by Snyder and several men in straw hats. Polk says it is the FBI and tells them not to leave and put their hands over their heads. Polk tells Henry that it has been a long time, but it is over. Polk tells Hooker that he can go. Henry pulls out a pistol and shoots Hooker in the back. Then Polk shoots Henry twice. Polk turns over the fallen Hooker, and blood comes out of his mouth. Lonnegan sees this. Polk tells Snyder to get him out, and Snyder pulls Lonnegan by the arm to get him out of there. Lonnegan hurries ahead of Snyder.
Outside Lonnegan says his money is in there. Snyder tells him there are two dead guys in there, and he can’t get mixed up in that. Lonnegan goes with him. Polk tells Hooker he is gone and Henry that it is all clear. Hooker and Henry wipe away the blood and laugh. Polk says Snyder went for it, and Henry calls Polk “Hickey” and says it was the best con. They shake hands. Henry tells Hooker that he beat him. Hooker says he was right that it is not enough; but he smiles and says it is close. They laugh. Henry tells the people to tear the place apart fast, and they can pick up their splits at Duke’s. Henry goes and embraces Billie. Henry gets his suitcase and asks Hooker if he is going to stick around for his share. Hooker says he would only blow it. Hooker smiles at Erie and goes out with Henry. They walk down the alley with their suitcases.
This comedy set during the Depression portrays two con men who get together to cheat a rich and violent racketeer out of much money, providing a kind of poetic justice. The scheme is elaborate and well thought out but requires a considerable amount of luck or willing suspension of disbelief. Hooker could still be wanted for passing counterfeit money, though one wonders how the cop would justify his taking it as a bribe.