Vinnie's been hiding out, leading a low-profile life in Cucamonga, California, after being involved in a very shady deal with his old friend, Carter. About to be caught in a race-track scam, the two set up and blackmailed the local commissioner, Simms, into silence. To add comic insult to injury, Carter then ran off with Vinnie's wife, Rosie, (also involved in the set-up) and his Buick.
Simms is now a bloodstock agent in Kentucky, satisfied to let sleeping dogs lie. Carter became a successful horse-breeder there and sends monthly checks to buy Vinnie's silence. Vinnie has grown tired of his lonely life in hotel rooms and wants the past behind him, so he decides to come clean.
He summons Carter to visit him under the guise of needing help with a woman who's had him arrested. Carter arrives in California where Vinnie threatens to go public with the information if Carter doesn't turn himself in and help with his "woman" problem. Trying to placate Vinnie, Carter visits the woman, Cecelia, only to find she's a friend of Vinnie's and there was no arrest. Upon returning to Vinnie's room, Carter finds Vinnie has gone, along with the incriminating evidence of their crime. While growing more and more anxious, Carter receives a call from Simms telling him that Vinnie has visited him. Thinking Vinnie has offered to sell Simms the evidence, Carter sends Cecelia, duped into believing she would go to the Derby, to offer more to Simms than Vinnie's offer, to get the evidence back. Simms turned Vinnie down, who then goes to Rosie who also balks, but Vinnie leaves the evidence with her anyway. At the same time, Cecelia fails to convince Simms to take Carter's money, and Carter slowly deteriorates from his panic and fear as he awaits Vinnie's return. When Vinnie does return, he doesn't tell Carter what happened and rejects his old friend, even as he watches him mentally and physically disintegrate before him. Roles have reversed as Vinnie is free of the weight he has carried, and Carter is headed for a disastrous fall.