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| John Cusack | |
| Anjelica Huston | |
| Annette Bening | |
| Pat Hingle | |
| J.T. Walsh | |
| Charles Napier |
Hard-as-nails Lily Dillon works as a swindler for dangerous bookie Bobo, probably the only man she fears. Arriving in Los Angeles on ''business,'' Lily looks up her son, Roy, a small-time con artist content with paltry sleight-of-hand cheats. Roy's girlfriend, Myra, looks like an All-American type but is a grifter looking to pull off another big-time con. The convergence of the three hustlers inevitably means trouble for all of them.
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