When con-artist Roy Dillon (John Cusack) is reunited with his estranged con-artist mother Lily (Anjelica Huston), he finds himself caught in the middle of the savage feud which develops between her and his girlfriend Myra (Annette Bening), also a con-artist. Myra is trying to draw Roy into a game where the stakes are much higher than anything he has tried before. This results in a vicious beating. Lily takes exception to this, attempting to persuade Roy to change his ways. But Myra won't be outdone and vows to exact a terrible revenge.

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