It's September, 1936. The place: Joliet, Illinois. Luther Coleman, his apprentice Johnny Hooker, and their underling Joe Erie's latest swindle has netted them $11,000, enough for an aged Luther to contemplate retiring from grifting. They are unaware however that that money belonged to ruthless racketeer Doyle Lonnegan, whose thugs kill Luther in retaliation. Before Luther's death, he suggested to Hooker that he contact Henry Gondorff, his old friend in Chicago to learn the art of the big con. Hooker does contact Gondorff, who has retired after being burned in his last big con. Gondorff decides to come out of retirement solely to help Hooker get back at Lonnegan for Luther's murder. In pulling off the big con, Gondorff and Hooker require the assistance of a number of Gondorff's old associates as well as a number of small time grifters. In the latter group includes Erie, who wants to do his small part in revenging Luther's death. Beyond Lonnegan or anyone else finding out about the con, there are many potential obstacles in pulling off the sting, such as a controlling and overly cautious Lonnegan wanting to do things his own way, and a number of people chasing after Hooker, including a crooked Joliet vice cop named Snyder, Lonnegan's lower level thugs and a hired hit man. Through the process, Hooker, who sees himself as being a wheeler dealer, may come across a better deal than that provided to him by Gondorff.