Nick Wells (Robert De Niro) is ready to retire from crime. He’ll settle down with his girlfriend, Diane (Angela Bassett), and focus on running his legitimate business: a Montreal jazz club. But Max (Marlon Brando), his fence, friend and financial partner, has other plans for him.

Persuading Nick to violate two of his most important rules – always work alone and never operate in the city where you live – Max teams him up with Jack Teller (Edward Norton). A young, aggressive and talented thief, Jack needs Nick’s safe-cracking talents to make his first big score: a prize worth millions locked behind the walls of Montreal’s Customs House.