The Introduction of Characters - At the Apartment of the Track Cashier:

In another working-class apartment, at 7:15 pm that same night, the track cashier George Peatty (Elisha Cook, Jr.) arrived home (via train) to his cynical, condescending, dismissive and complaining wife Sherry Peatty (Marie Windsor). After just a few lines of dialogue, it was obvious that they had been in a troubled and unhappy marriage for many years. She hardly looked up at him while reading a pulp magazine on the bed.

The henpecked husband claimed that he was suffering from stomach pains. The viperish wife often made jokes at his expense, and replied: "Maybe you got a hole in it, George," and denounced him for also having a hole in his head. In charge, she ordered him to fix her a drink, and claimed she was developing her own set of pains: ("Hurry up with that drink, George. The pains are gettin' worse"). As he poured her a drink, he mentioned that he had seen "something kinda sweet" on the train ride home - and she curiously asked if it was a candy bar. Undaunted by her crass materialistic reply, he continued:

"No, not a candy bar, doughnut. It was people. This couple sittin' just in front of me. Oh, they weren't young, exactly. I guess the woman was about your age."

She made a condescending comment about how the woman was probably "senile...with one foot and a big toe in the grave" - referring to her own stifling, cold and dead marriage to him. Eventually, George was finally able to get to the punchline of his long, drawn-out story that was aggravating her - she summarized: "Anyway, she was calling him pappa and he was calling her momma." He said he was touched by the overheard conversation: ("Just thought I'd tell you about it, but I might have known"), but she was disinterested. He again complained about his physical condition - when she stood up and asked mockingly: "You want me to call you pappa. Isn't that it, George? And you wanna call me mamma." She quipped that he was already almost dead: "It may be the last word you ever say, but I'll try to kill you as painlessly ---" but was cut off. When he told her that he would be going out soon, she revealed that she had not cooked him dinner - and snidely told him that the menu (steak, asparagus, and potatoes) and its uncooked ingredients were still all down in the nearby shopping center.

Because they squabbled and bickered constantly, he asked her about her reason for marrying him ("Why did you ever marry me anyway?...You used to love me. You said you did, anyway"). She replied that she remembered how he had predicted that he would make a fortune: "You made a memorable statement, too. Something about hitting it rich, and having an apartment on Park Avenue and a different car for every day of the week." But now she was stuck with only "a big handsome intelligent brute" - in reality, a husband lacking masculinity.

He unwisely blurted out if it would make any difference if he had "big money" - and was rich with 'hundreds of thousands of dollars,' but he wouldn't divulge anything more:

"I'm gonna have it, Sherry. Hundreds of thousands. Maybe a half a million."

She poo-pooed his outrageous claim with another demeaning joke: ("Of course you are, darling. Did you put the right address on the envelope when you sent it to the North Pole?"), but her curiosity was piqued when he assuredly insisted: "Go ahead and laugh. Wait and see. Maybe you won't be laughing so hard in a few days....I don't think nothin'. I know it."). She knew he probably wasn't lying to her and pried further: ("You've never been a liar, George. You don't have enough imagination to lie. So what makes you think or know you're gonna have several hundred thousand dollars?"), but he refused to say anything further and kept evasive: ("'Cause I do. I just can't talk about it, that's all...I shouldn't have even mentioned I was gonna have it. It's not that I mind. I know I can trust you, but if these other guys...I can't talk about it, Sherry. I just can't"). She urged him to be trusting of her with information about his windfall, and that she would keep it a secret - unlike the "other guys" in the gang.

She easily suspected that he was leaving for a planning meeting uptown with the other accomplices, and tried to play on his emotions by pretending to be "sore" at him ("If you want to act that way, I certainly won't try to stop you"). She expressed how she felt untrusted - and her cajoling subterfuge during the following passive-aggressive interrogation succeeded in getting George to divulge the basics of his scheme:

Sherry: (pouting) "Well after all, when a woman's been married five years and her own husband doesn't trust her. Well, you think more of them than you do of me."
George: "What right have you got to say a thing like that? You know I'm crazy about you. I'd do anything in the world for you. Honey, you're the one I'm doing it for. If I didn't love you so much..."
Sherry: "Look, I don't want you to do anything for me. I don't even wanna talk to you anymore. You go up and see your fellow, whatever you want to do....Don't you be surprised if I'm not here when you get home. Don't you at all be surprised."
George: "You better be here, you hear me, Sherry? You will be, won't you? You wouldn't do anything foolish, would you?"
Sherry: "I certainly wouldn't want to, but as long as you don't trust me or have the slightest bit of faith in me..."
George: "Sherry, if I ever found you with another man.."
Sherry: "But why? You have no use for me. Or you say you do, but when it comes to a showdown or proving it, you say one thing and then you do the opposite."
George: "Well, I could tell you a little bit about it, I guess, or most of it. But you got to promise to keep quiet."
Sherry: "Why, of course, darling."

Sherry's Unfaithfulness Toward Her Husband George:

Afterwards, when George left (to attend the heist planning meeting), the unfaithful Sherry immediately went to the apartment of her lover Val Cannon (Vince Edwards), a slick and promiscuous gangster. It was obvious that he was two-timing her when she tried to pin him down on his whereabouts the previous evening. In an ironic twist of character, she was acting as submissive toward him as George acted toward her. Val warned her to quit being possessive or "greedy" about being with him:

"I guess I stepped out...I guess I was goofin' off at a movie or somethin'...What I do is my own business. I never tried to pin you down, did I? I never asked you how you got your kicks before you met me, did I?....don't bug me. I gotta live my life a certain way. I can't stand it when the walls start closin' in."

During their conversation (hugging the whole time), they both claimed that they loved and were "crazy" about each other, even though both knew it was an adulterous relationship. Val stated that her groveling, weak husband could never equal his own strength of character and bravado: "The guy'll spend every last nickel on you, won't ask you any questions when you come home from an afternoon movie at nine at night. Don't be greedy." Sherry vowed her overpowering love for him: "If that's being greedy, then I'm the biggest glutton that ever walked the Earth." He responded that she might ominously devour him: "You sound like you're gonna eat me alive."

After a quick cut to black (an interlude for sex), she asked him about his two biggest interests in life - and assumed his answer would be money and women - two things that she could soon offer him. She told him about her "meatball - with gravy" husband George's divulged confession about coming into money with a gang of robbers stealing racetrack proceeds from his place of work - although a robbery of that magnitude had never succeeded before:

"We're gonna have money now, more money than you've ever dreamed of. Maybe even millions....George, that's how. He's stumbled onto somethin' big....You know he works at the track. Well, somehow, and don't ask me how, he's got connected with the mob. They're gonna rob the track offices for the day's receipts....And you can believe him, Val, 'cause George may be a fool, but he's not a liar...he says the job's all set up and it's gonna be done. And if I just sit tight, I'd be up to my curls in cash, just like that."

He asked how he fit into the plan. She claimed that if the robbery succeeded and George acquired the money, she would then leave her husband once and for all - a claim she had often made but was now serious about ("Everything's changed now"). Out of necessity, she would have to postpone their separation or divorce for a little bit because "George may be very rich very soon." Val suggested that he might be interested in stealing George's cut of the money: "So you think, uh, let's say, George and his boys pull this job and George gets his cut, maybe I could take it away from him, huh?" She didn't know who else was involved, but knew the location of the planning meeting that evening, from a note in his pocket. Val was motivated: "Kiddo, I think we got somethin' here. You know, if this is true, this is a lot bigger than you think. You're interested in takin' Georgie's cut? Well, I got news for ya. Georgie's cut's gonna be peanuts compared to this whole thing. We gotta find out more about the overall plan." Val was intrigued but wanted more information.

The Heist Planning Meeting:

During the planning meeting that George attended, the gang of five sat around a table in Unger's apartment, as Johnny (sitting under a single overhead lamp while the accomplices sat in the shadows around him) described in detail his plans that were underway for a daring, daytime heist at the city's racetrack - the day's take would be about $2 million dollars. He discussed how two other professionals, kept unknown to the group, would also be involved in the operation. They would be contractually hired (and paid in advance) to create chaotic diversions (one armed with a rifle, and one to start a racetrack bar fight), to allow the Lansdowne racetrack robbery sequence (during the 7th race) to occur. He allayed the nervous fears of the group about the two men taking a cut of the loot:

"These men are not gonna be in on the basic scheme. They're getting paid to perform certain specific duties at a certain definite time. And they're not cutting in on the take. They'll be paid a flat price to do a straight job....These boys are straight hoods. They get paid in advance. Five grand for the one with the rifle, and 25 hundred for the other."

The operation's financier, Marvin, would provide the funds ($7,500) for the direct payment to the two individuals, and then take an equal share of the loot's proceeds ("off the top"). Marvin expressed how he felt that he wasn't doing his fair share: "I wish I could do more, Johnny. It's almost not right for me to get as much as everybody else," but Johnny assured him: "Your money counts for plenty, Marv."

Johnny produced a rough drawing or map of the track area that would need updating with any recent changes in the layout. He described how the group, working as a coordinated team, would steal approximately $2 million in cash, consisting mostly of proceeds from the day's races in the track offices: "That includes profits on pari-mutuel betting, the breakage money, taxes from the mutuel machines, receipts from the concessions, and the money from ticket sales...." He hypothesized how the accumulated proceeds would be assembled for the arrival of a 4-man armored car at 5 pm for pickup of the day's deposit. It normally parked directly in front of the entrance to the clubhouse. Two of the four armed guards normally entered the office to "collect the dough." So he summarized that their "stick-up" robbery would have to occur before the heavily-guarded armored car arrived.

Discovery of Sherry Eavesdropping on Meeting:

Suddenly, a clattering and commotion was heard just outside the room - George's wife Sherry was caught eavesdropping outside the door at the keyhole. Off-screen, as the interloper was discovered, a scream and a slap were heard. When the gang was asked about the woman's identity as she lay unconscious on a bed, George admitted it was his wife Sherry. And then, George had to fend off accusations from the gang: ("You been talkin' to her. You spilled to her!"). He whimpered that he had denied telling her anything: "I did not. What, do you think I'm crazy?" but he was not believed. He was slapped and called names by Kennan: "You jerk! You clown! Come on, clown, sing us a chorus from Pagliacci." Johnny threatened: "You better talk, George. Come clean. Either you talk or we get it out of her." George begged for the gang not to hurt her - and again stressed he hadn't told her anything: "I didn't tell her nothin', honest I didn't. Why - Why would I do a thing like that, Johnny?"

George defended his wife, weakly theorizing with an alibi that his jealous wife must have followed him to snoop on him (after finding the address in his pants pocket) because she didn't trust his fidelity and thought he was playing around:

"She must've found the address in my pocket. Sure, that's what it was. Thought I was two-timin' her, you know, runnin' around with another - Of course, she's just checkin' up on me, John. I didn't tell her nothin', honest I didn't. You'll let her go, won't ya? You won't hurt her, John?"

Johnny ordered O'Reilly and Kennan to take George back to his own apartment, so he could separately interrogate Sherry in private - he threatened to beat it out of her: "Ah, I don't think I'll have to kill her. Just slap that pretty face into hamburger meat, that's all." Johnny also dismissed Marvin so he could have Sherry all alone to himself. After the group with George drove off, Marvin walked down the apartment sidewalk to smoke a cigarette, where it was revealed that Val was sitting in a parked car with his henchman in front of the building.

Threatening Questioning of Sherry by Johnny:

In the apartment, Johnny began a threatening set of questions aimed at the covetous and duplicitous femme fatale - it was hinted that he was familiar with her - and that they possibly had a past liaison together:

Johnny: "All right, sister, that's a mighty pretty head you got on your shoulders. Do you wanna keep it there or do you wanna start carryin' it around in your hands?"
Sherry: (flirtatiously) "Maybe we could compromise and put it on your shoulder. I think that'd be nice, don't you?"
Johnny: "What were you doing outside that door?"
Sherry: "Doing? I was listening, naturally. Trying to, I should say."

When she admitted that she was "naughty" and checking up on George's faithfulness, he sarcastically doubted her veracity: "And you'd care if he was playin' another dame? That would bother you?" He scornfully laughed at her, and she sighed: "You don't understand me, Johnny. You don't know me very well." He accused her of being a "no-good" tramp - that would greedily want to acquire most of George's share. He threatened that George would not be paid his cut of the robbery money if she interfered any further:

Johnny: "I know you like a book. You're a no-good nosy little tramp. You'd sell out your own mother for a piece of fudge, but you're smart along with it, smart enough to know when to sell and when to sit tight. You know you'd better sit tight in this case."
Sherry: "I do."
Johnny: "You heard me. You like money. You got a great big dollar sign there where most women have a heart. So play it smart - stay in character and you'll have money, plenty of it. George will have it, and then he'll blow it on you. Probably buy himself a five-cent cigar."
Sherry: "You don't know me very well, Johnny. I wouldn't think of letting George throw his money away on cigars. Isn't there a big 'if' in there somewhere?"
Johnny: "Yeah, there's a couple of them. If you're smart, if you keep your trap shut and don't nose around anymore, you'll have money. You'll be loaded with a capital L. But if you don't, there'll be nothin'. We'll forget the whole thing. Nothin' will have it, and you won't have a penny."
Sherry: "I wouldn't like that. Frail as I am. I'd much prefer to be loaded."
Johnny: "I think we understand each other. (She advanced to kiss him - but he refused) Now beat it."

That night together in their apartment, Sherry and George reviewed what had happened at the meeting. He was offended that his "fine friends" had treated him so harshly, especially Kennan: "Slappin' me around, callin' me dirty names." He scolded her for snooping, as she applied cold cream to her face to remove her makeup: "Doggone it, Sherry, you shouldn't have come over there tonight. It's a wonder we both didn't get killed." She slyly countered: "I don't think there was much danger of that. After all, if they'd killed you, there couldn't be a robbery. If they'd done anything to harm me or seriously offend you..." - but George was still enraged and interrupted her. She felt that the gang had acted "quite reasonably," given the circumstances.

He was also suspicious of how she had been treated by the gang leader - "Did Johnny try anything?", but Sherry didn't agree with his "terrible" insinuation about her fidelity: "I don't think you'd better say any more." He then wondered the real reason why she had eavesdropped - when she reminded him that both of their 'infidelity' alibis concurred - the one thing that saved each of them:

Sherry: "It was for the reason you said, George. You said it yourself."
George: "I was just tryin' to make an alibi for you. I was afraid those guys'd kill you. You know that I wouldn't look at another woman. There wouldn't be any women chasin' after a guy like me."
Sherry: "Oh, let's drop it, George. You put words in my mouth, and then you say they're not true. I told you exactly what happened. Oh, dear. Everything's all right with you and your pals now."

She changed the subject to covetously ask for more details about the heist that would soon make them rich, causing the exasperated and fearful George to think of pulling out of the deal. Again, the manipulative wife was able to challenge and convince her weak-willed husband that their crumbling marriage would be rehabilitated with the money. In bed, she feigned a loving embrace with George, and was able to persuade him to reluctantly agree to go ahead and participate with the gang's plan. Thus, he would satisfy her, end her incessant questions and be persuaded of her steadfast love:

Sherry: "You're gonna have lots and lots of money and -"
Geoge: "I been thinkin' it over, Sherry."
Sherry: "I can hardly wait. How soon will it be, George? What day?"
George: "It ain't gonna be, Sherry. I'm droppin' out."
Sherry: "You're dropping...? Oh, you don't mean it. You can't mean it."
George: "I'm afraid, Sherry. This business tonight, it kinda opened my eyes. It made me realize the kind of guys I was gettin' mixed up with. Before, all I thought of was the money."
Sherry: "You just keep on thinking about that, Georgie. Think how disappointed I'd be if you didn't get that money. I'm afraid I'd feel like you didn't really love me. I don't see how I could feel any other way."
George: "Why? Why should I have to do a thing like that to prove to you that I love you?"
Sherry: "George, what are you gonna do? I wanna know right now. All you've ever done is talk about loving me. That's all I've had for the last five years, is talk. Now that you have a chance to do something and to.. all those things you promised, buy me things. Well, what are you gonna do, George?"
George: "You know, there ain't a thing in the world I wouldn't do for ya."
Sherry: "Then you'll do this for me, won't you?"
George: "I guess so."
Sherry: (pressing hard) "lt'd be perfect, George. You have no idea how perfect. I won't have long to wait, will I? It will be within the next few days, won't it? When will it be, George?"
George: "You got your own way, Sherry. You wanted me to go ahead with the deal, so I'm going. Now, leave me alone, will ya?"
Sherry: "I'm sorry, darling. Of course, we won't even talk about it, if you don't want to."
George: "You really love me, Sherry?"
Sherry: "Of course."
George: "You'll always love me?"
Sherry: "Always and always." (They passionately kissed)

Tuesday - Four Days Before the Heist

Johnny's Negotiations with Various Accomplices - Maurice, Nikki, and Motel Manager Joe Piano:

Three days later in a New York City chess club at 10:15 am (according to the narrator), The Academy of Chess and Checkers, Johnny Clay met with an immigrant friend - bald, burly ex-wrestler, and heavy-accented Maurice Oboukhoff (Kola Kwariani) - one of Johnny's two contracted professionals to aid with the planned heist. In the club's parlor, they talked about Johnny's life of crime as a non-conformist, repeat offender, criminal and revolving door convict - who would undoubtedly face more jail time if caught - after his most recent five-year stint. The world-weary philosophic Maurice made an allegorical comparison that the gangster was similar to the artist - and that both would be brought down by a society that was vengefully more praiseworthy of "mediocrity":

"You have my sympathies, Johnny. You have not yet learned that in this life you have to be like everyone else - the perfect mediocrity; no better, no worse. Individuality's a monster and it must be strangled in its cradle to make our friends feel comfortable. You know, I've often thought that the gangster and the artist are the same in the eyes of the masses. They are admired and hero-worshipped, but there is always present (an) underlying wish to see them destroyed at the peak of their growth....Oh, Johnny, my friend, you never were very bright. But I love you anyway."

Johnny offered Maurice $2,500 for instigating a brawl at the racetrack bar (with the bartender) to involve half a dozen private detectives (or racetrack cops), as a diversion. The goal was simple: "You keep 'em busy for as long as you can, make 'em drag you outta the place. No gunplay, strictly a muscle job." Maurice agreed to help and not ask any more questions, but expressed his distaste for inevitably being jailed possibly 60 days for disorderly conduct: "Jails I've found unpleasant. The food is very bad, company's poor, beds are too small." When Maurice wondered why Johnny didn't hire any other hoodlum for just $100, Johnny replied: "I don't want any hoodlum. I want a guy like you, someone who's absolutely dependable, who knows he's bein' well-paid to take a risk and won't squawk if the goin' gets rough."

And then Johnny drove to a rural farm where automatic machine gun fire was shredding paper targets (three uniformed police officers). The shooter was Nikki Arcane (Timothy Carey), who was fondling a puppy during his entire conversation with Johnny. Nikki had acquired a "beautiful" semi-automatic weapon for Johnny. Without describing the entire context of his request ("For certain reasons, including your own protection in case anything happens, I'm not gonna give you the whole story, just your part of it"), Johnny offered him $5,000 to kill Red Lightning, one of the track's three year-old race horses (a "special kind of a horse" worth $250,000 dollars) with a "beautiful" high-powered rifle with a telescopic scope - during the 7th race (in the $100,000 handicap - the Lansdowne Stakes) on Saturday: "You shoot the horse and by any chance if anything goes wrong, you don't squawk...Five thousand bucks for rubbin' out a horse."

He would be positioned in the SE corner of an adjoining racetrack parking lot less than 300 feet from the NW corner of the track in order to have a clear shot during the final stretch. The object was to create confusion, delay the official decision regarding the race winner, and allow time for the heist to succeed. To convince Nikki how simple it would be, Johnny even asserted that he wouldn't be charged with murder for the killing of an animal, even if he was apprehended: "You shot a horse. It isn't first-degree murder, in fact, it isn't even murder. In fact, I don't know what it is."

Nikki was given half the money up-front, and the other half would be available the day after the race.

Johnny took care of a few more set-ups before the day of the robbery. He rented a motel room for a full week (for $10) from manager Joe Piano (Tito Vuolo), the father of his Alcatraz prison cellmate Patsy Gennelli. In his separate rented cabin (requested without maid service), Johnny stored his weapon in a dresser drawer - a machine gun (hidden in a guitar case) - and hung up an overcoat. Another bag would be deposited later.