Joe Buck is a wide-eyed hustler from Texas hoping to score big with wealthy New York City women; he finds a companion in Enrico "Ratso" Rizzo, an ailing swindler with a bum leg and a quixotic fantasy of escaping to Florida.
Lucky Jackson arrives in town with his car literally in tow ready for the first Las Vegas Grand Prix - once he has the money to buy an engine. He gets the cash easily enough but mislays it when the pretty swimming pool manageress takes his mind off things. It seems he will lose both race and girl, problems made more difficult by rivalry from Elmo Mancini, fellow racer and womaniser.