Leo Handler (MARK WAHLBERG) is a young man who's just been released from prison after serving sixteen months for auto theft. At a welcome home party, his best friend, Willie Gutierrez (JOAQUIN PHOENIX), thanks Leo for not ratting him out to the authorities, while Willie's girlfriend, Erica Stoltz (CHARLIZE THERON) - who's also Leo's cousin - is just happy to see him. She doesn't feel the same way, however, about her new stepfather, Frank Olchin (JAMES CAAN), who's recently married her mother, Kitty (FAYE DUNAWAY).
With his mother, Val (ELLEN BURSTYN), suffering from a weak heart, Leo wants to keep straight and get on with his life. As such, he hopes that Frank will give him a job working in his commuter rail factory business alongside Willie, but Frank doesn't think that's a good idea. Nonetheless, Leo starts working with Willie who serves as Electric Rail Corp's front man, bribing industry and government officials, much to the chagrin of company rival Hector Gallardo (ROBERT MONTANO), who wants someone at ERC to jump ship and bring down the corrupt company.
When a deal goes bad, a cop, Jerry Rifkin (DAVID ZAYAS) is beaten into a coma, and a yardmaster is knifed to death, Leo suddenly finds himself the patsy and on the run from the both the police and industry insiders, such as Raymond Price (ANDREW DAVOLI). With Frank and industry official Arthur Mydanick (STEVE LAWRENCE) trying to resolve the situation as quickly and quietly as possible, Leo tries to figure out how to clear his name and put his life back in order.