Hooker and Gondorf pull a con on Macalinski, an especially nasty mob boss with the help of Veronica, a new grifter. They convince this new victim that Hooker is a somewhat dull boxer who is tired of taking dives for Gondorf. There is a ringer. Lonigan, their victim from the first movie, is setting them up to take the fall.

Two former comrades find themselves on opposite sides of the honesty fence. The real villains are corrupt government officials and big-business influence peddlers. Diplomacy goes out the window as arguments are settled with fist, foot, and crushed skulls.

Cosmo Vittelli, the proprietor of a sleazy, low-rent Hollywood cabaret, has a real affection for the women who strip in his peepshows and the staff who keep up his dingy establishment. He also has a major gambling problem that has gotten him in trouble before. When Cosmo loses big-time at an underground casino run by mobster Mort, he isn't able to pay up. Mort then offers Cosmo the chance to pay back his debt by knocking off a pesky, Mafia-protected bookie.