Lee Egan (Timothy Hutton) is a small L.A. criminal who is determined to get out of the city and start a new life. He masterminds an elaborate jewel robbery in Palm Springs - his one last heist, asking his brother Roy (Harvey Keitel) to help him. Roy, a smart thief who has successfully created a life of anonymity in the Midwest, succumbs to his brothers plea to assist. For their 'Wheelman', Lee brings in the very unpredictable Skip (Stephen Dorff) - smart, sleep-deprived, impatient and erratic - a potential liability who Roy instantly takes a dislike to. When his brother is murdered, Roy moves savagely into the fray to take revenge on the man who betrayed him and avenge his death.