 Barry Levingson s semi-follow up to Diner, also set in 1960s Baltimore, takes us in the world of aluminum siding sales focusing on two very different men in that profession. BB Babowsky (Richard Dreyfus) is a smooth-talking hustler and ladies man whom scams naive and comely women sales pitches. Ernest Tilley (Danny DeVito) is a loser who can t make a sale no matter how hard he honestly (or dishonestly) tries. Tilley also has a serious gambling problem and squanders what little money he makes on horse races and card games which puts a rife between him and his long-suffering wife Nora (Barbara Hershey). Because of Tilley s addition to gambling, he is heavily in debt to various creditors and the IRS. BB and Tilley s paths cross in the opening scene when they collide with each other in their cars. With both blaming each other for the accident, their feud soon escalates into a full-scale, two-man war between them with Nora getting drawn into it. However, both BB and Tilley s world begins to crumble when a government probe investigates their sales history and threatens to shut them down for good.