In the 1930s, cantankerous bookie Sorrowful Jones (Walter Matthau) reluctantly takes a young child (Sara Stimson) as collateral for a wager, but finds he's stuck with the adorable waif when her penniless father drowns himself. When Jones' Mafia boss nemesis Blackie (Tony Curtis) forces him to be a partner in an illegal casino hidden in the home of indebted heiress Amanda (Julie Andrews), he struggles to outmaneuver the dangerous kingpin, all the while making a bumbling attempt at fatherhood.