Down-and-out Weslake is reduced to minding the counter at a San Francisco pawn shop when he stumbles onto a scheme by some of the boss's disgruntled misfit clients to rob the place. Rather than blow the whistle, however, he insinuates himself as the heist's mastermind.

Donald Sutherland
as Westlake

Jack Warden
as Garvey

Sean Penn
as Dillard

Wallace Shawn
as Turtle

Larry Riley
as Boardwalk

Trinidad Silva
as Ramon

Christine Baranski
as Maxine

Charlayne Woodard
as Jasmine

Tasia Valenza
as Maria

Irwin Corey
as Lazzarelli