January 16, 1935. Oklawaha, Florida. Eliot Ness, along with Bill Youngfellow and Martin Flaherty, are closing in on Ma Barker, who is holed up in a house along with 2 of her sons, Lloyd and Fred. Ness says they are wanted for everything from bank robbery, kidnapping, to first-degree murder. Now that Ness has found where the Barkers are, he contacts half a dozen state troopers and local police for backup. From a distance, Ness yells at Ma Barker and her boys to surrender and come out with their hands up. Ma Barker goes to a closet, and inside is an arsenal of weapons-- machine guns, pistols, hand grenades, etc., enough for a small army. She fires a chopper at Ness; he jumps behind an 8-foot long wooden flower pot that gets riddled with bullets. Ma Barker throws a hand grenade that almost blows up Bill Youngfellow. Ma Barker is the most vicious outlaw they've ever faced. In a flashback, we see how it all started in Tulsa, Oklahoma years ago: Ma Barker was a church-goer, but always making excuses for her 4 boys who were committing petty crimes, which escalated into serious crimes. In 1927, while the 4 boys were looting a store, Herman got shot by a policeman. Pa Barker finally had the guts to walk out on the bunch. Ma and her 3 boys committed bank robberies, and killed a bank guard; also a kidnapping. They committed crimes in a 10-state area. In 1935, Pa Barker tipped Eliot Ness, and Ness almost caught the Barker gang in St. Paul, Minnesota. Then the Barkers kidnapped a millionaire's son and got $200,000 ransom. Arthur "Doc" Barker and his fiancée Eloise left the gang; Arthur took his share of the ransom and went to Chicago, but all the serial numbers were recorded with the police. Around the first of January, 1935, when Arthur spent a $10 bill, the grocer informed Eliot Ness, so Ness knew Arthur was in Chicago. Ma Barker stupidly sent a birthday cake to Arthur (who was using the alias Clarence Tillman), and enclosed a postcard, "Greetings from Oklawaha, Florida." Arthur even more stupidly picked it up at the post office (January 8), even though there was a "Wanted" poster with his photo on it in the post office lobby. Bill Youngfellow tailed him; Arthur was soon arrested by Ness and his men. Back to the present: January 16, 1935. Ma Barker lobs a hand grenade at Flaherty and almost blows him up. Ma Barker throws another grenade at Eliot Ness, crouching behind a large, fallen tree limb, and the explosion almost kills him. Ma Barker is the most malicious outlaw they've ever faced; she keeps firing her machine gun and screaming defiantly. Eliot Ness, trying to give them every possible chance to surrender, brings Arthur to the scene, hoping they will give up. Lloyd decides to surrender, and walks outside and throws down his chopper; his own brother Fred shoots him in the back. Lloyd manages to crawl back inside the house, and dies. Ness lets Arthur walk all the way to the house; he tells his mom they don't have a chance. Then Fred, shot up badly himself, dies. Ma Barker calls Arthur "scum" for surrendering, and points her chopper at him; nevertheless, she lets him walk back to Ness. Arthur couldn't get Ma Barker to surrender, and she finally gets shot inside the house. Thus ended the threat of the Barker gang.

Gangs have divided Chicago in 2-- the northside is run by the Bertshce mob, the southside by the Viale brothers, Augie & Vito. The line of demarcation being Madison Street. At the news office, Jake Lingle phones in a story to the front desk: gang war has erupted on the near northside, 2 hoods with machine guns smashed the liquor supply at Bertsche's Club Chapeau, in retaliation for Bertsche's mob raiding a Viale warehouse.

March 2, 1932. Gangster Joe Carroll, sidekick of George "Bugs" Moran, kidnaps 9-year-old Larry Halloran, Jr.-- the son of Lawrence Halloran, president of the United Trucker's Union. It just so happens that at this very moment, Ness and his Untouchables are trying to nail Bugs Moran-- who is now the top criminal in Chicago, since Capone is in prison. Ness leaves Agent Martin Flaherty in charge; Ness has to fly to Washington, DC, since the brass wants him to give Congress the whole story about the Capone operation.

Summer 1933, Chicago. The mobsters were branching out from liquor, going into the numbers racket, call girls, gambling and dope. One of the most successful gangsters is "Big" Jim Harrington; right now he and his gang are in back of Benny Hoff's Blue Poodle nightclub, and they smash a truckload of liquor.

February 1931. In Churchill Downs, the entries for the Kentucky Derby are closed. Tight-fisted Dutch Schultz, beer baron of the Bronx, places a bet with the Syndicate: 100-grand in the Winter-book on Enchantment to win the Kentucky Derby. Trying to get the most for his money, Dutch knows he will get much better odds now than if he waits until race day.

Eliot Ness is lured south of the border to retrieve a witness who will help his case. Only it's a set-up...once there, the mobster on trial is planning to have Ness killed.

April 19, 1931. New York City. Every 48 hours, more than 25 million pounds of fruits and vegetables stream into the city; this multi-million dollar business is the target of gangsters. Eliot Ness and his Untouchables have recently been brought to New York on special assignment to investigate the produce market racket. After senior Angelo Cestari, a produce retailer, is machine-gunned by one of Terranova's gangsters, Ness talks to his son Tony Cestari; Tony tells Ness that his father didn't deal with Terranova like the other retailers did, and now he's paid the ultimate price.

In the latter part of 1933, there was an epidemic of truck hijackings in the states of Virginia, Maryland and Pennsylvania; this was the work of 6 gangsters: the Tri-State Gang. Tonight, in Richmond, Virginia, they're hijacking a truckload of radios. As usual "Big" Bill Phillips, a 6'4" ox of a man, takes over the hijacked truck, transferring the load onto their truck; Artie McLeod, a cheap tinhorn gambler, puts a burlap sack over the driver's head, blinding him, and chains the driver to a tree.

March 1935. One of the toughest mobsters in New York City is Dutch Schultz. He and his mob were responsible for over 100 murders. Dutch is into every racket: liquor, narcotics, labor shakedowns, the numbers, selling protection. But "Lucky" Luciano is muscling in on his territory; to try to keep his clients from paying to Luciano, Dutch Schultz has his boys work his clients over with fists. When Joe Floris won't pay 30% protection money to Schultz, saying he is already paying 15% to Luciano, Joe Floris gets some acid in the face, blinding him. But Dutch has a gentler side, too-- his wife just had a baby