Harry Digby James Caan and Walter Hill Elliott Gould are two down-on-their-luck vaudevillians whose act fizzles into trouble when Digby is caught robbing audience members, landing them in jail. In their cramped world behind bars, they become roommates to the cultured, wealthy, and even magnetic bank robber Adam Worth Michael Caine, a man who treats the prison like a club and dreams of a flawless score. Worth’s plan to rob the Lowell Bank and Trust is as much about avenging a past betrayal by the bank manager who helped engineer his capture as it is about the lure of pulling off a bank heist that’s reputed to be perfectly secure. He uses his immense wealth to grease the authorities—Warden Durgom Burt Young and his staff—so that his stay in prison comes with the comforts of a private cell, elaborate furnishings, servants, and various perks.
A reform-minded newspaperwoman named Lissa Chestnut Diane Keaton visits their cell, and her presence sets off a chain of pictures-and-plans events. Digby and Hill manage to photograph the bank’s security diagrams, but the originals are accidentally burned in the presence of Worth, who becomes furious and orders the warden to put Digby, Hill, and Chestnut on the nitroglycerin work squad. The next day, they stage a dramatic escape, using nitroglycerin to blow a hole through the prison wall just as Worth is released on parole. They reconvene in New York City, where Worth extracts a copy of the stolen plans from them by force, setting the stage for a race against time and a rival crew of seasoned criminals.
With Worth’s rival gang in mind, Digby, Hill, and Chestnut join forces with Chestnut’s do-gooder friends to outpace Worth and his professional crew to secure the Lowell Bank and Trust first. They overhear Worth outlining his method to blow the safe, and suddenly they realize they’ll need the same equipment—perhaps even a pump—to outsmart the security system. The plan pivots around a nearby theater hosting a popular musical comedy; the teams break into the bank just ahead of Worth’s arrival. Their initial attempt to blast the safe fails—the dynamite won’t budge the door—so a quick rethink leads to a brilliant, if unorthodox, solution: liquify the dynamite, smear the edge of the door with putty, pour the liquid through a top spout, and use a pump to create suction at the base. It’s a tense, time-consuming process that buys them precious moments.
Meanwhile, the show within the story—boldly staged as The Kingdom of Love—reaches its finale, and Harry Digby, donning a costume, rushes onto the stage and signals for Walter to join him. The duo improvises their old routines and slapstick cha-cha as the audience applauds wildly, buying the team enough time to pry the door open and slip away with the cash. Worth and his crew arrive just as the cops close in, and Worth insists they are not running but entering, allowing a momentary reversal of fortune that ends with his release on the grounds of being in the process of entering rather than leaving.
In the days that follow, Harry and Walter, along with their assembled troupe, share a restaurant—Worth’s favorite—where they observe Worth’s table manners and social rituals. Worth is singled out by patrons as a respected figure, and Lissa, who inspired the original partnership, explains how the bank’s money funds help for the city’s poorer children. Worth accepts her kindness and lends his arm in a gesture of courtesy, hinting at a budding romance between them. Yet the two vaudevillians realize that the romance is not for them to win. Undeterred, they decide to perform their act right there in the restaurant, presenting their craft to the astonished and delighted crowd. They hand their music to the pianist, take their places, and launch into a display of old-school charm and daring, the kind of performance that only they can deliver, ending with a triumphant, if bittersweet, sense of what they’ve achieved through wit, nerve, and a little theatrical magic.