After being released from prison, Doc McCoy and his wife Carol are picked up by Benyon's henchmen and taken to his luxurious mansion. Benyon offers Doc a deal - rob a bank for him and he will pay him a large sum of money and also allow him to keep the money from the previous prisoner exchange. Doc reluctantly agrees, but only if he can choose his own team and plan the entire heist himself.
Doc gathers his team, including a driver named Rudy and a femme fatale named Fran. Fran is also Benyon's mistress and has been tasked with keeping an eye on Doc and reporting back to Benyon. But Fran and Doc develop a strong attraction to each other, which causes tension amongst the team.
The heist goes wrong when a security guard is accidentally killed, and the team is forced to change their plan and escape in a different way than they originally intended. They are pursued by cops and eventually have to split up. Doc and Rudy make their way to a train station where they plan to catch a train out of the area. But during their escape, Doc discovers that Fran had double-crossed them and taken all of the money for herself.
Doc and Rudy eventually make it to a different city where they plan to meet up with Carol and start a new life. But they are tracked down by Benyon's men and a final showdown takes place. Doc manages to kill Benyon and his henchmen, but Rudy is mortally wounded in the process. Doc and Carol decide to leave him behind and continue on their own. As they drive away, they reflect on the events that led them to this point and what their future might hold.