It's the year 1932 and a criminal is carrying his week's take of $11,000 dollars from gangsters who run illegal gambling halls in Joliet, Illinois. While on the path, three grifters con him by trading his money with toilet paper. Doyle (Robert Shaw), the gangster who was the inteneded recipient of the money, takes revenge by hiring his men to throw Luther Coleman (Robert Earl Jones) to his death from a second-story window. Lonnegan, the mob leader, also demands the murder of Luther's partner, Hooker (Robert Redford). Hooker flees to Chicago from Lonnegan's goons where he meets up with Henry Gondorff (Paul Newman), an old grifting buddy of Luther's. To avenge Luther's murder, they create the elaborate plan to run a 'long con' in order to scam an huge sum of money from Lonnegan so clean that he won't even suspect he's been deceived..