A charming but ruthless criminal is sent to a remote Arizona prison, where he enlists the help of his cellmates in an escape attempt with the promise of sharing his hidden loot.

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.

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