Recently released from prison, an intuitive tough guy named Chester "Ace" Bernstein, who has always been involved with gambling, teams with Gus Economou, his longtime chauffeur and muscle, to craft a complex plan involving the Santa Anita Racetrack in California.
Released from prison after 3 years, "Ace" Bernstein plots revenge against those who betrayed him while four dissolute gamblers pool their meagre resources to make a bet at the racetrack that could be worth millions.
While Ace lines up potential investors as a public face for his next venture, Renzo sets his sights on one of Escalante's mystery horses. Jerry sits in at high-stake poker games and Walter finds a jockey for his thoroughbred.
Ace enlists a cocky, young whiz kid in his plans. Walter enters his colt in its first race but loses his rider. Burned by Mulligan at the claiming race, Marcus, Renzo and Lonnie send Jerry to buy the horse back.
Jerry's pals look to pry him away from his gambling nemesis. Ace takes a meeting with an activist who hopes to rehabilitate cons through their work with broken-down racehorses, and Walter settles on Rosie as his jockey.
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After learning that Gus' Irish horse, Pint of Plain, has been tentatively scheduled to race the next day, Ace forces Escalante to swap out Leon for a more experienced jockey, much to Joey's chagrin.
As Ace pitches his deal to buy a piece of the racetrack, Smythe flips Israel into an informant. An earthquake spooks many of the horses, and Leon triggers an official review when he bumps another horse in the stretch.
While Ace and Claire tour a prison outreach horse farm, Jerry attempts to win his way into a poker tournament. Lonnie goes solo to claim another Escalante horse while Ronnie and Rosie vie for the same mount.
Ace ices out Smythe, DiRossi and Cohen as partners in the racetrack deal but Smythe has other ideas. Walter's horse and Ace and Gus' horsehead for a major-race showdown. Unable to make weight, Leon loses his mount.
Gus takes extraordinary measures to protect Ace and Escalante preps his race-day horses while waiting for news of Jo. Later, Ace and Gus join an expectant crowd for the epic showdown between the two stars of Santa Anita.