From the moment Harry (James Caan) and Walter (Elliott Gould), a couple of small-time comics, turn to crime, the rollicking fun is nonstop.
Sent to prison for fraud, they meet Adam Worth (Michael Caine), a famous master safecracker. Worth has the blueprints for a new "impenetrable" safe that he plans to crack when he gets out. When Harry and Walter learn of the plot, they pirate the plans and dynamite their way out of jail. The duo heads for New York, joined by Lissa Chestnut (Diane Keaton), the editor of a radical newspaper, with whom both Harry and Walter fall in love. Worth, having "purchased" a pardon from the governor, also heads for New York to execute his plan. Harry, Walter and Lissa begin a race against time to beat the master safecracker at his own game.