 Garvey (Jack Warden) is a San Francisco pawnshop operator. His unemployed and criminal friends Dillard, Turtle, and Weslake (Sean Penn, Wallace Shawn, and Donald Sutherland, respectively), team up with Boardwalk, a local pimp, to burgle Garvey s shop while the owner is out of town. During the elaborate planning process, Dillard falls for a Hispanic woman, the sister of a friend. Also, Boardwalk is assigned to case a local apartment, where he meets and falls for the maid. Amidst all these romantic hijinks, Weslake puts together a burglary plan, which is executed by the makeshift gang.