Lonnegan is planning to get back at Gondorff and Hooker for bilking him out of half a million. At the same time Gondorff and Hooker are planning their next caper. And their mark is a man named Macalinski, who makes Lonnegan look like a pussycat. Their con is boxing match and Hooker is the fighter whom they have to make look good but Macalinski needs some convincing, and Hooker is a little rusty.