A friendship develops between Bill Denny (George Segal) and Charlie Waters (Elliott Gould) over their mutual love of gambling. Charlie is a wisecracking joker and experienced gambler constantly looking for the next score. Initially, Bill is not as committed a gambler (he works at a magazine during the day), but he is well on his way. The two bond when they are wrongfully accused of colluding at a casino's poker table by an irate fellow player.