Charlie (Mickey Rourke) is the supervisor of a New York "Little Italy" restaurant where his cousin, Paulie (Eric Roberts), works as a waiter. Both are in debt and are headed nowhere. But they have pipe dreams. Charlie dreams of the restaurant he plans to buy and run in New England with his girlfriend, Diane (Daryl Hannah): Paulie's dream is to become wealthy through one-third ownership of a racehorse of promise. A misdeed by the high-strung Paulie gets them both fired, but Paulie has a scheme involving a safecracking robbery. They succeed, but Paulie forgot to reveal some important information: The dough belonged to a crime big shot, Bedbug Eddie (Burt Young), plus the job caused the accidental death of a cop.