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Newcastle-born gangster Jack Carter (Michael Caine) has lived in London for years in the employ of organised crime bosses Gerald and Sid Fletcher (Terence Rigby and John Bindon). Jack is sleeping with Gerald's girlfriend Anna (Britt Ekland) and plans to escape with her to South America, but he must first return to Newcastle and Gateshead to attend the funeral of his brother, Frank, who died in a purported drunk-driving accident. Unsatisfied with the official explanation, Jack investigates for himself. At the funeral Jack meets his teenage niece Doreen (Petra Markham) and Frank's evasive mistress Margaret (Dorothy White); it is later implied that Doreen is Jack's daughter.

Jack goes to Newcastle Racecourse seeking old acquaintance Albert Swift (Glynn Edwards) for information about his brother's death, however Swift spots Jack and evades him. Jack encounters another old associate, Eric Paice (Ian Hendry), who refuses to tell Jack who is employing him as a chauffeur. Tailing Eric leads him to the country house of crime boss Cyril Kinnear (John Osborne). Jack bursts in on Kinnear, who is playing poker, but learns little from him; he also meets a glamorous drunken woman, Glenda (Geraldine Moffat). As Jack leaves, Eric warns him against damaging relations between Kinnear and the Fletchers. Back in town, Jack is threatened by henchmen who want him to leave town, but he fights them off, capturing and interrogating one to find out who wants him gone. He is given the name "Brumby".

Jack knows Cliff Brumby (Bryan Mosley) as a businessman with controlling interests in local seaside amusement arcades. Visiting Brumby's house Jack discovers the man knows nothing about him and, believing he has been set up, he leaves. The next morning two of Jack's London colleagues – Con McCarthy and Peter the Dutchman (George Sewell and Tony Beckley) – arrive, sent by the Fletchers to take him back, but he escapes. Jack meets Margaret to talk about Frank, but the Fletchers' men are waiting and pursue him. He is rescued by Glenda who takes him in her sports car to meet Brumby at his new restaurant development at the top of a multi-storey car park. Brumby identifies Kinnear as being behind Frank's death, also explaining that Kinnear is trying to take over his business. He offers Jack £5,000 to kill the crime boss, which he flatly refuses.

Jack has sex with Glenda at her flat, where he finds and watches a pornographic film where Doreen is forced to have sex with Albert Swift. The other participants in the film are Glenda and Margaret. Overcome with emotion, Jack becomes enraged and pushes Glenda's head under water as she is taking a bath. She tells him the film was Kinnear's, and that she thinks Doreen was 'pulled' by Eric. Forcing Glenda into the boot of her car, Jack drives off to find Albert.

Jack tracks Albert down at a betting shop. Albert confesses he told Brumby that Doreen was, indeed, Frank's daughter. Brumby showed Frank the film to incite him to call the police on Kinnear. Eric and two of his men arranged Frank's death. Information extracted, Jack fatally knifes Albert. Jack is attacked by the London gangsters and Eric, who has informed Fletcher of Jack and Anna's affair. In the ensuing shootout, Jack shoots Peter dead. As Eric and Con escape, they push the sports car into the river with Glenda trapped inside. Returning to the car park Jack finds Brumby, beats him senseless and throws him over the side to his death. He then posts the pornographic film to the vice squad at Scotland Yard in London.

Jack abducts Margaret at gunpoint. He telephones Kinnear in the middle of a wild party, telling him he has the film and makes a deal for Kinnear to give him Eric in exchange for his silence. Kinnear agrees, sending Eric to an agreed location; however, he subsequently phones a hitman to dispose of Jack. Jack drives Margaret to the grounds of Kinnear's estate, kills her with a fatal injection and leaves her body there. He then calls the police to raid Kinnear's party.

Jack chases Eric along a beach. He forces Eric to drink a full bottle of whisky as Eric had done to Frank, then beats him to death with his shotgun. As Jack is walking along the shoreline, he is shot in the head with a sniper rifle by the hitman, only identified as "J", who was in Jack's carriage on his initial train journey to Newcastle during the film's opening credits.

There was pressure from MGM to have more big-name American stars in the film, which was successfully resisted by Hodges. As well as Telly Savalas, names posited by Klinger and studio executives were Joan Collins, and someone Hodges described as "the Canadian lead actress in TV's Peyton Place", which most probably means Barbara Parkins. The production also utilised a large number of extras, most of whom were locals who just happened to be on scene when filming was happening. Others were sourced from local casting company Beverley Artistes, which sent everyone registered with it for audition, one of these being Deana Wilde, who was cast as the pub singer. Several of the company's actors were also in background shots in the film including the casino, streets, bars and the police raid scene.

• Michael Caine as Jack Carter. Hodges wrote the screenplay with Ian Hendry in mind for Carter, but learned that Michael Klinger had already signed up Caine for the role. With the backing of a major studio Klinger was keen to secure a big name for the lead, and Caine was very prominent at the time, having starred in Alfie, The Italian Job and The Ipcress File. Hodges was surprised that a star of Caine's stature would want to play such a thoroughly unlikeable person as Carter. Giving his reasons for wanting to be involved with the film, the actor said "One of the reasons I wanted to make that picture was my background. In English movies, gangsters were either stupid or funny. I wanted to show that they’re neither. Gangsters are not stupid, and they’re certainly not very funny". He identified with Carter as a memory of his working class upbringing, having friends and family members who were involved in crime and felt Carter represented a path his life might have taken under different circumstances: "Carter is the dead-end product of my own environment, my childhood; I know him well. He is the ghost of Michael Caine". He made subtle changes to Hodges' depiction of Carter in the script, cut out pleasantries and gave him a cold, hard edge; closer to Lewis's original envisioning of the character. Caine was determined to show a more minimalistic and realistic, less "pornographic" form of violence than was generally depicted on screen. Carter's violent actions are restrained, business-like and sudden, never using 30 punches when one would do. Although he is not credited as such in the film, Caine has been acknowledged in retrospect as a co-producer. Hodges described Caine as "a complete dream to work with". Caine only lost his temper once on set, during the very tense and emotional day filming the scene with Glenda in the bath, when the focus puller ruined his first take. Caine apologised immediately. In a strange coincidence, Caine's stand-in on the film was a man called Jack Carter.
• Ian Hendry as Eric Paice. Hendry had previously been cast by producer Klinger in Roman Polanski's Repulsion, and was Hodges' first choice to play Carter, but by 1970 his career was rapidly declining. Hendry's alcoholism and poor physical condition were apparent on set in Newcastle, and his envy at contemporary Caine's success was exacerbated by his drinking. Hodges and Caine used his animosity towards Caine to their advantage to create extra tension in the scenes between Carter and Paice.
• John Osborne as Cyril Kinnear, Jack's main adversary. Famous playwright Osborne was an unusual choice of actor; he was suggested by Hodges' agent. The writer enjoyed the change, and saw it as a way to erase the image in the public's mind of him as an angry young man. Osborne had never played card games before and practised poker before the shoot to lend realism to the gambling scene. Osborne's portrayal was a contrast to the description in Lewis's novel of Kinnear as an uncultured, corpulent spiv, giving him an urbane and laid-back demeanour, his delivery being so relaxed and quiet that it was difficult for the sound recordist to pick up, but Hodges liked the "menace in that quietness".

• Britt Ekland as Anna. Ekland was cast as the leading lad