A down on his luck gambler (George Segal as Bill) links up with free spirit Elliot Gould (Elliott Gould as Charlie) at first to have some fun, but then gets into debt when Gould takes an unscheduled trip to Tijuana. As a final act of desperation, he pawns most of his possessions and goes to Reno for the poker game of a lifetime. A film set mainly in casinos and races, as the two win and lose (but mainly win), get robbed, and get blind drunk.