After three years in federal prison, Ace Bernstein is finally released and plots revenge against those who turned him in; a group of racetrack junkies make a bet that could be potentially worth millions.
Eager to move forward in the racetrack deal, Ace meets with potential investor, Isadore Cohen; Renzo sets his sights on one of Escalante's mystery horses and Lonnie spends time with two unscrupulous women.
Ace enlists the talented young whiz, Nathan Israel; Marcus, Lonnie and Renzo send Jerry to purchase another horse; Walter enters his colt in his first race, but loses his rider.
When Chan challenges Jerry to a poker game, his friends try to keep him away from his poker nemesis; Ace meets with an old colleague who might be able to assist him with his horse racing business.
When Gus's Irish horse is scheduled to race the next day, Ace forces Escalante to swap for a more experienced jockey; Marcus fears for his health and questions why he's becoming so attached to Jerry.
Ace decides to buy a piece of the racetrack and pitches a deal; Israel visits Smythe where he is offered to become an informant and a `second salary'; Escalante goes ahead and races Mon Gateau.
Dustin Hoffman
Chester "Ace" Bernstein
Dennis Farina
Gus Demitriou
John Ortiz
Turo Escalante
Kevin Dunn
Marcus
Richard Kind
Joey Rathburn