Nick looks up old conman Pop Gruber (Walter Brennan), who feels he's getting too old for the con game and that if he keeps it up, he will end up "selling pencils on the side of the road." Nick and his crony Al (George Tobias) travel to Los Angeles, where another con artist, Doc Ganson (George Coulouris), has spotted a sucker, but has neither the money nor the charm necessary for the job. Doc reluctantly approaches Pop to recruit Nick, even though there is bad blood between them.