Tiffany, Charlie and Vernon are con artists looking to up the ante from their typical scams. They figure a good way of doing this is taking down Dean "The Dean" Stevens, a well-known cardsharp, in a rigged game. However, they first need enough money to enter a game with Stevens, so they decide to strike a deal with fellow crook Larry Jennings to scam a local gangster -- which turns out to be a bad idea.

Stuart Townsend
as Vernon

Sylvester Stallone
as Dean 'The Dean' Stevens

Jamie Foxx
as Larry Jennings

Gabriel Byrne
as Charlie Miller

Thandiwe Newton
as Tiffany

Melanie Griffith
as Eve

Hal Holbrook
as The Professor

Roger Guenveur Smith
as Marlo

Bo Hopkins
as Lieutenant Scarne

Dina Merrill
as Dina