Johnny Clay (Sterling Hayden) is a veteran criminal planning one last heist before settling down and marrying Fay (Coleen Gray). He plans to steal $2 million from the money-counting room of a racetrack during a featured race. He assembles a team consisting of a corrupt cop (Ted de Corsia), a betting window teller (Elisha Cook Jr.) to gain access to the backroom, a sharpshooter (Timothy Carey) to shoot the favorite horse during the race to distract the crowd, a wrestler (Kola Kwariani) to provide another distraction by provoking a fight at the track bar, and a track bartender (Joe Sawyer).