| Whoopi Goldberg | Bernice 'Bernie' Rhodenbarr |
| Bob Goldthwait | Carl Hefler |
| G.W. Bailey | Ray Kirschman |
| Lesley Ann Warren | Dr. Cynthia Sheldrake |
| James Handy | Carson Verrill |
| Anne De Salvo | Det. Todras |
| John Goodman | Det. Nyswander |
Bookstore owner and burglar Bernie is being blackmailed by corrupt cop Ray, forcing her into her most ambitious job yet: a jewelry store heist she's woefully under prepared for. Things head south quickly when a murder occurs and Bernie is framed for the death. Now Bernie and her manic sidekick, Carl, have to clear Bernie's name so she can get back to her normal routine of selling books and stealing.
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