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.

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.

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.