It stars William Holden as a down-on-his-luck sports agent and Johnny Stewart as a rich runaway who wants to become a jockey.

Down on his luck, jockey agent "Boots" Malone is at a diner with his friend "Stash" Clements when teenage runaway Thomas Gibson Jr. tries to pay for his meal with a hundred dollar bill.

When the cook asks him to come back in the morning for his change, Boots steps in (the diner is a portable trailer and will be somewhere else by that time).

Boots tangles with a private detective hired by Tommy's mother, a wealthy businesswoman, to find her boy.

Meanwhile, Matson, a gangster to whom Boots owes a lot of money, tells him to throw the race, as he has bet heavily on another horse.