Small-time con man Sylvester Pernell expects to make enough money pulling little scams on the train ride from Philadelphia to Miami to keep him through the winter. However, impressed with his smooth talk ability, two other cons mess that up to force him to make a pickup for them from mobster Alfonso Gargoyle. Pernell surprises Gargoyle by invoking the "Code of Honor among Thieves" which the mobster cannot refuse to honor. But he can delay. Supposedly to get the cash to meet the demand for repayment, Gargoyle sends Pernell to pick up a suitcase of cash in Savannah. After repeatedly tries to switch bags on the train back to Miami another man succeeds - only to be arrested with the counterfeit bills that are in the bag. Pernell is left with a bag of clearly marked play money. Between events involving Gargoyle, Pernell shows his cleverness and adaptability by secretly delivering several packages for friends. He also tries to secretly move a stolen art object to where it will be found and returned to the owner. If he succeeds in that he will receive a large reward. Pernell agrees to try to set up the cons who forced him to deal with Gargoyle at the start so they will be caught with more counterfeit bills on another train. That pair try hard to switch bags with him before they board the train and during the trip. They finally succeed only to find this bag is also full of counterfeit bills and a Treasury Agent is approaching. When Pernell again surprises Gargoyle by showing up in his office and demanding the original payment under the Code the gangster must pay up - and then deal with several pieces of evidence that Interpol and the FBI get tips are in his office.