Johnny Hooker(Robert Redford), a small time grifter, unknowingly steals from Doyle Lonnegan(Robert Shaw), a big time crime boss, when he pulls a standard street con. Lonnegan demands satisfaction for the insult. After his partner, Luther(Robert Earl Jones), is killed, Hooker flees, and seeks the help of Henry Gondorff(Paul Newman), one of Luther's contacts, who is a master of the long con. Hooker wants to use Gondorff's expertise to take Lonnegan for an enormous sum of money to even the score, since he admits he "doesn't know enough about killing to kill him." They devise a complicated scheme and amass a talented group of other con artists who want their share of the reparations. The stakes are high in this game, and our heroes must not only deal with Lonnegan's murderous tendencies, but also other side players who want a piece of the action. To win, Hooker and Gondorff will need all their skills...and a fair amount of confidence.