It is 1932 and money runner enters a mans office. He is told that a payment is due and is sent off with 50,000. On the way three men con him by replacing his money with kleenex. The mobster, Doyle Lonnigan (Robert Shaw) who was supposed to get the money exacts revenge by throwing one of the men, Luther (Robert Earl Jones) out the window. One of the other men, Hooker (Robert Redford) goes to Chicago to escape Lonnigan's wrath. In Chicago he meets Henry Gondorff (Paul Newman) and they set up an elaborate plan to con Lonnigan out of his money in revenge of Luther's death.