Karen McCoy (Kim Basinger) is an expert cat burglar who is intent on retiring when she is let out of jail. However, although her only goal is to be reunited with her young son, Patrick (Zach English), she soon discovers that her ex-husband has denied her access. Karen is unable to find legitimate work and is offered the chance to do one last job for the villainous Jack (Terence Stamp), who has kidnapped her son to help persuade her. Karen teams up with the handsome but useless hold-up guy, J.T. Barker (Val Kilmer), and together they plan to break into America's most secure bank.