Harker Flet and compatriots Timothy X. Nolan and Katy, along with three other men, steal $40,000 in money and jewelry from a California train in the gold-mining country of the 1880's. The six split up and while they are hiding out awaiting the rendezvous to divide the loot, Hark is cornered, framed and sent to prison. He is released after two-and-a-half years and sets out to find Katy and Nolan and get his share of the loot.

Arizona Territorial Prison inmate Paris Pitman, Jr. is a schemer, a charmer, and quite popular among his fellow convicts — especially with $500,000 in stolen loot hidden away and a plan to escape and recover it. New warden Woodward Lopeman has other ideas about Pitman. Each man will have the tables turned on him.

During the housing shortage of the Summer Olympic Games in 1964, two men and a woman share a small apartment in Tokyo, and the older man soon starts playing Cupid to the younger pair.