Down on his luck, jockey agent "Boots" Malone (William Holden) is at a diner with his friend "Stash" Clements (Stanley Clements) when teenage runaway Thomas Gibson Jr. (Johnny Stewart) tries to pay for his meal with a hundred dollar bill. When the cook asks him to come back in the morning for his change, Boots steps in (the diner is a portable trailer and will be somewhere else by that time). Interested in the money himself, Boots takes the boy under his wing. Tommy is eager to become a jockey, so he offers to pay Boots to train him. He is soon doing various chores around the stables.