After serving time for five and a half years, ex-con Michael (KURT RUSSELL) is in Nevada already preparing for his next crime with former cellmate, Murphy (KEVIN COSTNER). Along with Hanson (CHRISTIAN SLATER), Gus (DAVID ARQUETTE) and Franklin (BOKEEM WOODBINE), they plan to rob the Riviera Casino dressed as Elvis impersonators during International Elvis Week in Las Vegas.
Their $3.2 million heist goes as planned until a massive gun battle leaves one of their partners and plenty of others dead, with the four surviving criminals barely escaping via a helicopter piloted by Murphy's buddy, Jack (HOWIE LONG). When they return to their motel hideout, dissension quickly sets in over how to split up the money and several more partners end up dead out in the desert.
When Michael returns to the room to collect the loot, he discovers that a young kleptomaniac, Jesse (DAVID KAYE) - the son of local grifter Cybil Waingrow (COURTENEY COX) with whom Michael earlier had sex - has taken the money. Ever the opportunist and looking for a handsome and resourceful man in her life, Cybil finagles Michael into taking her and Jesse along with him as he heads toward the Canadian border where he plans to exchange the money with Jay Peterson (JON LOVITZ), an antiques dealer and money launderer.
To complicate matters, Murphy is also headed for the border in hopes of getting his money back, while Federal Marshals Damitry (KEVIN POLLAK) and Quigley (THOMAS HADEN CHURCH) try to find the men. As everyone makes their way to Seattle, it's only a matter of time before a volatile confrontation between the parties and another accomplice of Murphy's, Hamilton (ICE-T), occurs.