 When con artist Roy Dillon (Cusack) is visited by his Mother, Lilly (Huston), who is also a con artist, she sends Roy off to the hospital because of a blow to the gut he suffered while working the grift. Roy s girlfriend, Myra (Bening), the third con artist, comes to visit Roy, and we discover that Lilly and Myra don t get along. After he is released from the hospital, Roy and Myra go on a little trip, where he is propositioned to be partners in crime with Myra. Everything soon falls apart for the three con artists, which leads to a bloody climax.