 Gamblers Jim Turner (Barton MacLane) and Valarie (Ann Sheridan) part company in Chicago and agree to meet at Saratoga with Jim stopping off at Barrowville enroute. There, Jim meets George Mayhew (Dick Purcell) and Eight Ball (Eugene Jackson), a barbershop bootblack, and replenishes his bankroll gambling on pitching horseshoes. George s mother (Lottie Williams) and his sister Marjorie (Peggy Bates) run a boarding house and Jim goes there to live. George and Jim go to Bellport Park and meet "Broadway", owner of "Lady Luck", a thoroughbred race horse. Jim bets on the horse and wins heavily. He falls in love with Marjorie and wins her away from Preston Barrow (Walter Cassel) when he forswears gambling and promises to get a $20-per-week job which represents Peggy s idea of respectability. Christmas Eve, 1934, finds Jim a night clerk in a small Chicago hotel, playing the horses only on paper for his amusement. Jim is given some money by Joe (James Robbins), a pal of gambler/race horse owner Jed Bright (Kenneth Harlan), in appreciation for a racing tip he had given. Jim had planned on sending the money to Marjorie s needy mother but uses most of it to pay a broken-down actor s hotel bill. He then runs the rest of the money into a big roll gambling and accepts a job from Bright. Marjorie, Jim, Bright and Joe go to California for the opening of Santa Anita, where Jim is happy but Marjorie is disgusted with the track life. Valerie (still the 2nd-billed Ann Sheridan, but long-absent from the story) wins thousands on "Lady Luck" through Jim s tip, but Marjorie refuses to help them celebrate. Jim, Valerie and "Broadway" make a night of it gambling and Jim wins $20,000. He gives a thousand to Valerie and the remainder to Marjorie the next morning. Jim and Marjorie have a showdown and she admits to sticking with him through pity and he to her through a sense of responsibility. They part company happily---Marjorie to marry Preston (which may or may not be news to ol  Preston), and Jim to return to the track and gambling life with Valerie,(who may or may not have asked him about the missed meeting in Saratoga.)