Aboard the Fortuna
, Maggie paces in Lucky's office and complains that a man is keeping her waiting. Andamo comes in to tell them that the launch is there and Lucky asks if she's ready to go out on the town. However, Nick Popolous and two of his hoodlums come in. Nick greets his friend and tells Lucky to get Maggie out of the room. She takes offense but Lucky quickly ushers her out and asks why Nick is town. The gangster reminds Lucky that he's lost $100,000 to him in dice and poker, and is back with another $100,000. Nick wants to play pool and knows that Lucky is good, but explains that his two hoods are his good luck charms... and with them there, he's sure he's going to win.
When Lucky tells Andamo about Nick's bet, his friend warns against it but Lucky points out that he has no choice. He plans to throw the game and lose the $100,000, and tells Andamo that they'll play at the club the next day at 3 p.m. Once Lucky leaves with Maggie, Andamo calls to make a reservation for a plane to Tucson.
Nick and his hoods track down a man called Mark Langdon and pay to sit next to him at a restaurant. The gangster then stages a loud conversation where he warns his men that betting on Lucky is a losing proposition. When Nick mentions that someone is betting $100,000 on the game, Langdon takes an interest and sends his bodyguard over to bring Nick to his table. Langdon offers to place the $100,000 on Lucky and Nick feigns reluctant acceptance.
In Tucson, Andamo meets with an old friend, J.B. Andamo asks if he's seen Nick play pool and came to Tucson to bet on Nick. J.B. takes his bet and Andamo makes him promise not to tell Lucky.
At noon, Lucky tells Maggie that he has a business appointment at 3 and he's heading to the boat to pick up something before his appointment. He's exhausted from their night together but promises to finish his appointment, take a nap, and meet Maggie that night at 9 and leaves.
Nick and Lucky meet at the club and announce that they'll be playing to a hundred points. One of Nick's hoods speaks up and says that they should make it a real game for 500 points. Lucky reluctantly agrees and Nick wins the toss for break. Lucky stifles a yawn and then scratches the ball off the table and right into Langdon's hands. The game continues for five hours with both sides remaining close at they reach 300 points.
Andamo arrives and is surprised to learn that Nick is ahead in a 500-point game. As the waiters bring food in, Andamo asks Lucky what's going on. He explains and asks where Andamo has been, and Andamo claims he's been with a woman. Lucky calls to tell Maggie that he'll be late, much to her disgust, and he starts to doze off.
The game continues for another three hours and Nick reaches 495 while Lucky is at 457. Everyone, even Langdon, is dozing off. Nick misses his shot and turns to Lucky, who can barely stay on his feet. Andamo wakes his friend up and Lucky manages to slide the cue out of his hands. The bodyguards go for their guns until Langdon calls them off, and Langdon warns Lucky to shape up because he has $100,000 riding on him.
As the game continues, J.B. comes in and Andamo tells Lucky that they're in trouble. He admits that he hedged the bet and warns that J.B. won't be happy if he discovers they hedged a bet. Lucky talks to the oil magnate and asks him to go to the yacht and get his pool glasses. J.B. refuses and goes over to sit with his old friend, Langdon. Lucky scratches and Nick makes two shots, putting him at 497. They wake Lucky up to take the shot and he falls asleep before he can make the shot. Langdon tells Andamo to wake Lucky up rather than forfeit.
While the hoods walk Lucky around, J.B. suggests to Langdon that they may be playing him for a sucker. They compare notes and then hauls Lucky and Andamo into the men's room. Langdon tells Andamo to wake Lucky up and make sure he wins, or he'll assume that they're cheating and take drastic measures. Once they're alone, Andamo tries to wake Lucky up and explains that Langdon will kill them if Lucky lose. He figures their odds are better dealing with Nick if he loses.
Once Andamo dunks Lucky in a basin of water, they return to the poolroom. As Nick prepares to take his shot, Maggie barges in and yells at Lucky, causing Nick to scratch. Lucky tries to explain but she punches him, knocking him out. Andamo tells Maggie what's going on and she runs to Lucky's side. They try to wake him up but nothing happens until Maggie calls him a miserable slob. Andamo warns that Lucky needs to make over 40 straight shots and offers odds, and Maggie takes the bet.
Inspired, Lucky goes to work and makes shot after shot, playing like he never has before. He finally makes a three-bank shot to make the winning point... and runs for the door. He runs upstairs to the steam room, yanks a sheet off of a guest, and throws it on the two hoods when they chase him in. Lucky then runs down the back stairs and goes through a door... only to find himself back in the poolroom. Before he can leave, the two hoods arrive but Nick reluctantly tells them to put away their guns. Langdon has Nick pay Lucky, Lucky gives the money to Andamo, and Andamo pays J.B. while Nick pays Langdon.
Langdon congratulates Lucky and pays him for his game, and then privately tells Nick and Lucky not to con him again. He points out that if Lucky had lost then he would have killed both of them. Once Langdon leaves, Nick thanks Lucky for beating him and saving his life, and promises to go back to Chicago... and vows to return with another bankroll so they can play horseshoes. Maggie and Andamo are ready to leave, but Lucky settles in on the pool table to get some much-needed sleep.