Jake Vig (EDWARD BURNS) is a slick but no-nonsense grifter who's currently on his knees with hitman Travis (MORRIS CHESTNUT) holding a gun to his head, wondering where the money is. Jake then proceeds to recount what led to that point, with the story rewinding three weeks back. With the help of his team - including Miles (BRIAN VAN HOLT), Gordo (PAUL GIAMATTI) and Big Al (LOUIS LOMBARDI) as well as corrupt cops Whitworth (DONAL LOGUE) and Manzano (LUIS GUZMAN) - he conned Lionel Dolby (LELAND ORSER).
But then Dolby and Big Al end up dead and Jake learns that the dupe was an accountant for The King (DUSTIN HOFFMAN), a flamboyant but dangerous criminal kingpin. To make things right and pay off his newly acquired debt, Jake offers to pull a con for King. He agrees and wants Jake to fleece Morgan Price (ROBERT FORRESTER), the son of a mob attorney and current corporate banker.
With King's assistant, Lupus (FRANKY G), in tow and convincing alluring pickpocket Lily (RACHEL WEISZ) to join them, Jake and his team set out to set up and execute the con. Yet, when Jake's long-time nemesis and current federal agent, Gunther Butan (ANDY GARCIA), shows up and starts nosing around, that threatens to undermine both Jake's plan and his life.