A fantastic cast of character actors, headed by Sterling Hayden, play the ill-assorted, and ill-starred, misfits who attempt to rob a racecourse.

Hayden plays Johnny Clay, whom after spending 5 years in prison, masterminds a brilliant criminal scheme to steal $2 million from a local racetrack in which "no one will get hurt." The only flaw in his plan is that he does not consider one of his cohorts' greedy, shrewish wife and her ruthless boyfriend. That's when everything starts to go wrong...

The film's narrative structure shows that film maker Kubrick was way ahead of his time and has influenced directors such as Tarantino who borrowed heavily from this classic for Reservoir Dogs.