Nick Wells (Robert De Niro), a professional criminal, decides to leave the business for good, since he nearly got caught on his last job. His plan is to live in peace with his girl Diane (Angela Bassett), running his Montreal jazz club NYC. Soon Max (Marlon Brando), his good friend and financial partner in the illegal affairs, comes along with an offer Nick can't refuse: A historical and priceless French sceptre has been discovered while being smuggled into the country. It is now under massive surveillance in the Montreal Customs House, and soon to be returned to France. Nick has to team up with Max' man inside, the young, talented and aggressive thief Jackie Teller (Edward Norton) to get the precious item, and suffer no more financial problems ever. Only one question remains: Who will trick whom out of their share?