Career thief Nick Wells (Robert De Niro) is about to mastermind a nearly impossible theft that will require his joining forces with a clever young accomplice (Edward Norton). The unlikely alliance, arranged by Nick's longtime friend and fence, Max (Marlon Brando), interrupts Nick's plan to retire from crime and settle down with his fiancee, Diane (Angela Bassett). Even worse, it requires that Nick violate his most important rule: Always work alone.