Carefree single guy Charlie Waters rooms with two lovely prostitutes, Barbara Miller and Susan Peters, and lives to gamble. Along with his glum betting buddy, Bill Denny, Charlie sets out on a gambling streak in search of the ever-elusive big payday. While Charlie and Bill have some lucky moments, they also have to contend with serious setbacks that threaten to derail their hedonistic betting binge.

George Segal
as Bill Denny

Elliott Gould
as Charlie Waters

Ann Prentiss
as Barbara Miller

Gwen Welles
as Susan Peters

Edward Walsh
as Lew

Joseph Walsh
as Sparkie

Bert Remsen
as Helen Brown

Barbara London
as Lady on the Bus

Barbara Ruick
as Reno Barmaid

Jay Fletcher
as Robber