When small-time con-artist Freddy Benson (Steve Martin) invades the lucrative Riviera turf of old pro Lawrence Jamieson (Michael Caine), the latter agrees to take him on and tutor him in the methods of fleecing wealthy widows. However, it is not long before Freddy is chafing at the second banana role imposed on him by Lawrence, and when a beautiful American heiress (Glenne Headly) arrives in town, the duelling scamsters agree to a contest; whoever gets their hands on her money first forces the loser to leave town for good...