Johnny Hooker (Robert Redford) is a con man in the Chicago of the 1930s. Johnny's partner, Luther (Robert Earl Jones), is fatally wounded by a victim of one of their scams who turns out to be powerful syndicate boss Doyle Lonnegan (Robert Shaw). Eager for revenge, Johnny takes a tip from his dying partner and seeks out mutual friend Henry Gondorff (Paul Newman), a consummate master of the long con. Gondorff agrees to help Johnny take down the despicable Lonnegan. The labyrinthine plot involves a fake bookie joint, a very persistent FBI agent, a bunch of corrupt cops, and one shifty dame.