In New York City, we see veteran thief Keith Ripley (Morgan Freeman) walk into a health spa with a gun and shoot and kill a man in a hot tub. We later learn that it was Victor Korolenko who was Ripleys partner, but Victor body has disappeared. Later Ripley recruits younger crook Gabriel Martin (Antonio Banderas) to help him pull off one final job in order to repay his debt to the Russian mob. Martin is unsure of Ripley, but Ripley's goddaughter (Ripleys ex-partners daughter), Alexandra Korolenko (Radha Mitchell) convinces him other wise. Ripley doesn't like that the two are getting close. Ripley tells Martin the plan, that they are going to steal from a Russian Museum that has been smuggling Russian treasures into the country and bribing the NYPD with large donation and expensive equipment.
The two infiltrate a party at the museum posing as cops to gather information about their vault. The Russian mob, led by Nicky (Rade Serbedzija), grow impatient with Ripley and kidnap Alexandra. They tell them they must steal two Fabergé eggs from the Russian Museum in order to get her back. When the duo get into the vaults of the museum with the eggs, Martin reveals he is an undercover cop from Miami planted to catch Ripley. He leaves Ripley locked in the vault and takes the eggs to the Russian mobster to free Alexandra.
After Alexandra is released Martin is forced to meet with Nicky. Meanwhile, Lt. Weber (Robert Forster) and his squad enter the museum, but are detained by the security guards due to Martin telling the guards he was a cop as he escaped. Martin reports in to the police the next morning after the police have picked up Nicky, only to learn that the man they have in custody isn't the man Martin met, and that he was actually Victor Korolenko, who had faked his death with Ripley's help. It is then revealed that Ripley had escaped, letting the museum know cops were on the way and that they had cleaned out the vault of all the smuggled items (which had included the eggs) before the police could inspect it, meaning there was no evidence that anything had been stolen and that Martin's testimony would be worthless as his actions have been kept off the book to prevent Ripley from finding out and that Martin's involvement with Alex compromises him, and Ripley had to be let go.
Ripley later calls Martin from a tarmac ready to leave with Victor to meet with a buyer for the eggs, letting him know that they knew Martin was a cop from the beginning, and that they plan on going into hiding, although Alex will continue to stay in New York (having been in on the plan the whole time) and where he can pick up his cut. Martin later meets up with Alex, who confesses that her feelings for him are real, and decides to become a thief..