Harry (James Caan) and Walter (Elliot Gould) are a third-rate vaudeville team, playing tank towns in turn-of-the-century USA. Thrown into the hoosegow on a petty-theft charge, our heroes make the acquaintance of big-time crook Adam Worth (Michael Caine). Once they're sprung, Harry and Walter follow Worth to New York, with the intention of pulling off a huge bank robbery.