Lt. Col. Iceal "Ham" Hambleton is a weapons countermeasures expert and when his aircraft is shot over enemy territory the Air Force very much wants to get him back. Hambleton knows the area he's in is going to be carpet-bombed but a temporary shortage of helicopters causes a delay. Working with an Air Force reconnaissance pilot, Capt. Bartholomew Clark, he maps out an escape route.

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.