In Chicago in September 1936, a young con man seeking revenge for his murdered partner teams up with a master of the big con to win a fortune from a criminal banker.

Floyd: Doyle, I KNOW I gave him four THREES. He had to make a SWITCH. We can't let him get away with that.
Doyle Lonnegan: What was I supposed to do - call him for cheating better than me, in front of the others?
Doyle Lonnegan: Your boss is quite a card player, Mr. Kelly; how does he do it?
Johnny Hooker: He cheats.
Johnny Hooker: Can you get a mob together?
Henry Gondorff: After what happened to Luther, I don't think I can get more than two, three hundred guys.
[Figuring out which con to pull on Lonnegan]
J.J. Singleton: I dunno know what to do with this guy, Henry. He's an Irishman who doesn't drink, doesn't smoke, and doesn't chase dames. He's a grand knight in the Knights of Columbus, and he only goes out to play faro. Sometimes plays 15 or 20 hours at a time, just him against the house.
Henry Gondorff: Roulette? Craps?
J.J. Singleton: He won't touch 'em. The croupier at Gilman's says he never plays anything he can't win.
Henry Gondorff: Sports?
J.J. Singleton: Likes to be seen with fighters sometimes, but he doesn't go to the fights or bet on 'em.
Henry Gondorff: Jesus. Does he do anything where he's not alone?
J.J. Singleton: Just poker. And he cheats. Pretty good at it, too.
Johnny Hooker: Luther! Good God, we're millionaires!
Luther: Jesus! Did you know he was that loaded?
Johnny Hooker: Hell no. I just cut into him. I woulda settled for pawning one of them shoes.
[Polk greets Snyder]
FBI Agent Polk: Sit down and shut up, will ya? Try not to live up to all my expectations.
[last lines]
Henry Gondorff: You not gonna stick around for your share?
Johnny Hooker: Nah. I'd only blow it.
Johnny Hooker: You're right, Henry. It's not enough. But
[laughs]
Johnny Hooker: it's close!
[Gondorff enters the poker game pretending to be drunk]
Henry Gondorff: Sorry I'm late. I was taking a crap.
Doyle Lonnegan: I put it all on Lucky Dan; half a million dollars to win.
Kid Twist: To win? I said *place*! "Place it on Lucky D-" That horse is gonna run second!
Doyle Lonnegan: [There is a pause, and Lonnegan runs horrified to the betting booth] There's been a mistake! Gimme my money back!
Doyle Lonnegan: [losing his temper with Henry] The name's Lonnegan! Doyle Lonnegan! You're gonna remember that name or you're gonna get yourself a new game! You follow?
Doyle Lonnegan: Not only are you a cheat, you're a gutless cheat as well.
Henry Gondorff: What's your problem?
Doyle Lonnegan: I'm putting half a million dollars on Lucky Dan to win, third race at Riverside Park.
Henry Gondorff: Can't lay that off in time. A bet like that could break us.
[Hooker stares at him incredulously]
Doyle Lonnegan: Not only are you a cheat, you're a gutless cheat as well.
Henry Gondorff: What are the odds?
Eddie Niles: Four to one.
Henry Gondorff: Take all of it!
Luther: How much did you lose?
Johnny Hooker: [winces] All of it.
Luther: In one damn night? What are you spraying money around like that for, you could've been nailed.
Johnny Hooker: I checked the place first. There were no dicks in there.
Luther: But you're a con man! And you blew it like a pimp!
Kid Twist: Dukey, if this thing blows up, the Feds will be the least of our problems.
Loretta: I don't even know you.
Johnny Hooker: You know me. I'm the same as you. It's two in the morning and I don't know nobody.
Doyle Lonnegan: [Repeated line] You follow?
Johnny Hooker: Listen, Gondorff! Am I gonna learn the big con or not?
Henry Gondorff: What's your hurry?
Johnny Hooker: I want to play for Lonnegan.
Henry Gondorff: You know anything about the guy?
Johnny Hooker: Yeah! He croaked Luther! Anything else I gotta know?
Johnny Hooker: [after he calms down] All right. He runs a numbers racket on the south side. He owns a packing house. A few banks.
Henry Gondorff: Yeah, and half the politicians in New York and Chicago. Not a fix in this world is gonna cool him out if he blows on you.
Johnny Hooker: I'll get him anyway.
Henry Gondorff: Why?
Johnny Hooker: 'Cause I don't know enough about killin' to kill him.
Henry Gondorff: You can't do it alone, you know. It takes a mob of guys like you and enough money to make them look good.
Johnny Hooker: I know plenty of guys.
Henry Gondorff: It's not like playing winos in the street. You can't outrun Lonnegan.
Johnny Hooker: I never played for no winos.
Henry Gondorff: You gotta keep his con even after you take his money. He can't know you took him.
Johnny Hooker: You're scared of him.
Henry Gondorff: Right down to my socks, buster! You're talkin' about a guy who'd kill a grifter over a chunk of money that wouldn't support him for two days!
Johnny Hooker: He's not as tough as he thinks.
Henry Gondorff: Neither are we.
Henry Gondorff: Is Lonnegan after you too?
Johnny Hooker: I don't know. I ain't seen anybody.
Henry Gondorff: You never do, kid.
Henry Gondorff: Tough luck, Lonnehan. But that's what you get for playing with your head up your ass!
Henry Gondorff: Glad to meet you, kid. You're a real horse's ass.
Johnny Hooker: Luther said I could learn something from you. I already know how to drink.
Kid Twist: Now how do you want to work this? Flat rate or percentage?
Benny Garfield: Who's the mark?
Kid Twist: Doyle Lonnegan.
Benny Garfield: Flat rate.
Henry Gondorff: You have to keep this con even after you take his money. He can't know you took him.
Johnny Hooker: I gave him the breakout just like you said.
Henry Gondorff: And?
Johnny Hooker: 'S good. He threatened to kill me.
Henry Gondorff: Hell, kid, they don't do that, you know you're not getting to 'em.
Doyle Lonnegan: You see that fella in the red sweather over there? His name's Donnie McCoy. Works a few of the protection rackets for Cunnaro when he's waiting for something better to happen. Donnie and I have known each other since we were six. Take a good look at that face, Floyd. Because if he ever finds out I can be beat by one lousy grifter, I'll have to kill him and every other hood who wants to muscle in on my Chicago operation.
Joe Erie: Hello Snyder. Whattya doin' up here?
Lieutenant William Snyder: I'm on vacation. You see that friend of yours lately?
Joe Erie: No, no. He packed it in. Enrolled in detective school.
Doyle Lonnegan: Mr. Shaw, we usually require a tie at this table... if you don't have one we can get you one.
Henry Gondorff: That'd be real nice of you, Mr. Lonniman!
Doyle Lonnegan: Lonnegan.
[Gondorf nods and burps in response]
Johnny Hooker: Hey, where's June?
Loretta: She quit. I'm filling in for a couple of days, till I can get a train outta here.
Johnny Hooker: Yeah? Where ya going?
Loretta: I don't know. Depends on which train I get on.
Louise Coleman: If I didn't know you better, I'd swear you had some class!
Billie: Who told you this guy was in here?
Lieutenant William Snyder: Nobody. I just know what kind of woman he likes. Going to check all the joy houses till I find him.
Billie: Oh, well maybe I could help you, if you tell me his name.
Lieutenant William Snyder: I doubt it. Which way are the rooms?
Billie: Right through there. But I wouldn't go in there if I were you.
Lieutenant William Snyder: What you are going to do, call the cops?
Billie: I don't have to. You'd be busting in on the Chief of Police just up the hall.