The small-time bookie, Nicky (John Cassavetes), is in a desperate situation after stealing $15,000 from the mob. He turns to his childhood friend, Mikey (Peter Falk), for help. Mikey reluctantly agrees to help Nicky evade the hit-man (Ned Beatty) who's been sent to kill him, but he soon realizes that he may have put himself in danger as well.
As the night wears on, Mikey becomes increasingly frustrated with Nicky's paranoid behavior and constant outbursts. Nicky is convinced that Mikey is working with the hit-man and that he's going to be killed. Mikey tries to calm Nicky down and reassure him that he's on his side, but Nicky's erratic behavior continues to escalate.
As they make their way through the streets of Philadelphia, Mikey and Nicky reminisce about their childhood and the trouble they got into together. But as the hit-man closes in on them, their nostalgia is quickly replaced by fear and desperation.
In the final showdown, Mikey and Nicky find themselves cornered by the hit-man in a deserted warehouse. Nicky's nerves get the best of him and he tries to make a run for it, but he's shot and killed by the hit-man.
Mikey, now alone and frightened, is forced to confront his own mortality as he realizes that he could be the hit-man's next target. The film ends with a tense stand-off between Mikey and the hit-man, leaving the audience uncertain of Mikey's fate.