Harry Dighby (Caan) and Walter Hill (Gould) are struggling vaudeville who are sent to jail when Dighby is caught robbing audience members. They become roommates to a cultured, wealthy, and charming bank robber named Adam Worth (Caine). Worth plans to rob the Lowell, Massachusetts, both to avenge himself on the bank manager who had arranged his capture and because his ego cannot resist the temptation of robbing a bank reputed to be perfectly secure. Though in jail, he procures detailed diagrams of the bank's security systems.