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| Robert De Niro | Nick Wells |
| Edward Norton | Jackie Teller/Brian |
| Angela Bassett | Diane |
| Marlon Brando | Max Baron |
| Gary Farmer | Burt |
| Paul Soles | Danny |
| Cassandra Wilson | Special Appearance |
| Mose Allison | Special Appearance |
Career thief Nick Wells is about to mastermind a nearly impossible theft that will require his joining forces with a clever young accomplice . The unlikely alliance, arranged by Nick's longtime friend and fence, Max, interrupts Nick's plan to retire from crime and settle down with his fiancée, Diane . Worse, it requires that Nick violate his most important rule: Always work alone.
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