Chafing under his parole conditions but eager to move forward in the racetrack deal, Ace shows off his famous temper during a contentious meeting with one-time colleague Nick DiRossi and a possible investor, Isadore Cohen. Although Marcus is wary about flaunting his newfound Pick Six wealth, his three partners have no such qualms, as Jerry sits in at higher-stakes poker games, Renzo sets his sights on claiming one of Escalanteʼs mystery horses and Lonnie parties with two unscrupulous women. Uncertain that fledgling jockey Rosie Shanahan is seasoned enough to ride his once-in-a-lifetime horse, Walter Smith enlists Ronnie Jenkins, ignoring the veteran jockeyʼs recent history of substance abuse.
- Ace Bernstein (Dustin Hoffman) reveals why he is interested in famed but waning Santa Anita Race Track: he wants to buy it so he can turn it into a casino as he explains over lunch with two potential partners, his old colleague Nick DiRossi (Alan Rosenberg) and potential investor Isadore Cohen (Ted Levine). The latter two will have to put their names on the papers, since Ace is a convicted felon. Casino gambling is illegal in California, but the bankrupt state is "looking for untapped revenue streams" and Santa Anita would be "the perfect Trojan horseto bring in slots and table games," Ace reasons.
The syndicate of small-time investors Marcus, Jerry, Lonnie and Renzo are trying to keep low profiles in their low-rent Oasis Motel after winning big ($2.2 million) with their Pick Six ticket two weeks earlier. Tense and nervous about their new wealth, Marcus (Kevin Dunn) chews out degenerate card player Jerry (Jason Gedrick) for getting into a high-stakes poker game, drawing attention to the crew by acting like "Johnny Big Time."
Renzo (Ritchie Coster) decides he wants to own a horse himself. Mon Gateau, the horse Jerry single-selected in race #4 in their successful Pick Six, is running in an $8,000 claiming race where any of the horses can be purchased for that same price.
As it happens, though, Mon Gateau won for more than $8,000 in his last race, and Turo Escalante (John Ortiz) has spent two years trying to bring the horse back from an injury, so he doesn't want to lose him to a claim. He tries to pull off a coup: running a horse for a cheaper price than its last race, winning an easy purse and avoiding a claim. In an attempt to reinforce the common perception that when a horse runs in a lower priced race, there is something is wrong with the animal, Escalante directs that the horse's front legs be bandaged.
"Bandages," observes track vetanarian Jo (Jill Hennessy). "Old school head fake."
Renzo and his trainer friend Goose (Jeffrey Woody Copland), who explains the extire process, go to check out the horse prior to putting in their claim.
Apprentice jockey Leon Micheaux (Tom Payne) isn't so sure about Mon Gateau, and is reluctant to ride that mount again because he's worried the horse might break a leg and throw him.
"He looks broken down so the odds go up," explains his agent, Joey Rathburn (Richard Kind), attempting to sooth the rider.
In the paddock, Escalante meets with Bernstein before the race. (Bernstein had quietly given Escalante his big break several decades earlier. He spotted the Peruvian immigrant by the side of the road selling carrots for horses, and convinced a trainer to give him a job with the horses. Now, in violation of his probation, he's hiring Escalante to train a horse for him.)
"If you wanted to make a bet, I wouldn't tell you no," Escalante tells Bernstein and his front man/flunky, Gus Demitriou (Dennis Farina). "If the bum don't fall off, they win further than you can throw a rock."
Mon Gateau gets squeezed on the backstretch, but Leon pulls him back, circles the field to the outside, and wins running away. In the winner's circle, a red claim tag is hung on his bridle. It turns out there are two claimants, Renzo and big-time cowboy trainer Mulligan (W. Earl Brown). The new owner is determined by a "shake" where a Steward's aide, (Amanda MacLachlan), places two numbered balls in a bottle, shakes it, and pours out Mulligan's number.
Escalante is furious about losing Mon Gateau, and accuses Leon of revealing that the horse was, in fact, sound.
"I hope I don't find out you ran your mouth," he says, and threatens, "When I find out who spilled the beans, I'll...."
Jerry finally has some luck at the poker table, winning a huge pot from his gambling nemesis Leo (Dennis Dun), an obnoxious Chinese card player who had taunted Jerry that he would "wipe the white off your face."
And Lonnie (Ian Hart) is feeling flush enough to buy a new suit and back out of a slip-and-fall insurance scam he was about to run with two aging and murderous hookers, Lynette (Mary-Margaret Humes) and Adele (Patti Tippo). When he tells them he's out, though, they drug his drink and lure him back to their motel for sex. "What we insured you for was your life," they tell him as they try to beat him to death with a sash weight. He survives when he scrambles through a first-floor window and out into the parking lot, and is rescued by a Good Samaritan who drops him off at the Oasis.
Veteran trainer Walter Smith (Nick Nolte) tells a story to jockey Ronnie Jenkins (Gary Stevens) about how the sire of his prize horse got his legs broken for the insurance money. But Ronnie's his rider for his prized thoroughbred, despite the jockey's history of substance abuse.
And while he doesn't think she's ready for a major track like Santa Anita, Walter helps his Irish exercise rider, Rosie (Kerry Condon), take her first step toward becoming a jockey by making a connection for her with Rathburn at the Long Shot tavern.
"You'll make a good jockey, at Portland Meadows and the like," he tells her. "That's got to be an easier place to start."
Meanwhile, Ace and Gus are at the Beverly Hilton, still plotting to bring in their lunch partners as investors in purchasing Santa Anita.
"We need a go-between," Ace says. "I'll pick a go-between so we can do what we need to do to get these guys."
Ahhhhhhhh! The theme of revenge begins to clarify!