- We flash back to Chicago, where Billie asks Henry to do some work on a merry-go-round before she opens business for the day. She seems to run some kind of funhouse.
- Johnny asks Henry if he plans on spending the rest of his life in the funhouse. Then he pushes further and says he wants Henry to teach him how to play a big con on Doyle Lonnegan.
- Henry says that the first thing Johnny needs to know is that a big con takes a lot of money and a lot of manpower.
- Johnny will need at least a dozen guys working with him to pull off a big con on someone like Lonnegan.
- The other crucial thing is that the con has to be so good that Lonnegan can never know that Johnny actually conned him.
- Finally, Johnny accuses Henry of being scared of Lonnegan, and Henry says he absolutely is: Lonnegan is terrifying.
- That being said, he says he'll go in on the con as long as Johnny can keep his head. He also says he can get a gang together for them to work with.
- Now we cut to a montage of Henry helping Johnny to get spruced up and looking like a rich, respectable guy.
- Johnny also gets himself a nice new apartment. Before leaving, he sticks a little piece of paper in the bottom of the door so he can tell if anyone has entered his apartment when he's out.
- Next, we cut to Henry gathering together some of his best conmen.