Boots Malone is jockeys agent and a bit of a wheeler-dealer who went from living at the Ritz to living in a room at the stables after his star jockey was killed in an accident. After nearly three years, he has yet to find a replacement for him. Along with his cronies at the track, he manages to buy a horse thats a bit of a sleeper. Their hopes of cashing in big take a positive turn when Boots decides to train an eager young man, who turns out to be a runaway from a rich family, as a jockey. When gangsters tell Boots to throw the race in favor of another horse, he faces a major dilemma.