When Sally Matthews (Susan Sarandon) leaves her Canadian home to relocate to Atlantic City, she aspires to a prosperous career in the gambling industry. With her criminal husband (Robert Joy) on her trail, however, it appears that she can't escape from trouble, until she finds an unlikely savior in Lou Pascal (Burt Lancaster), an aging small-time mobster. By becoming involved with Sally, Lou finds a way to achieve the success he's dreamed of, but his plan may endanger both their lives.