Freddy Benson (Steve Martin), a small-time con man sleazing his way through Europe on whatever handouts he can scam. Lawrence Jamieson (Michael Caine), an impeccably dressed and high-minded artiste who thinks Freddy's giving him - and all con men - a bad name. At first, Lawrence agrees to help Freddy spruce up his stunts and his wardrobe. But when it becomes apparent that the Riviera isn't big enough for the both of them, they make a winner-takes-all wager over the fortune of a naive American soap heiress (Glenne Headly). The first one to "clean her out" can make the other clear out - and keep the Riviera and its unsuspecting tourists to himself!