In 1935, Bronx teenager Billy Behan (Loren Dean) attracts the attention of powerful mobster Dutch Schultz (Dustin Hoffman) and quickly becomes a part of his organization, growing close to Dutch's associate, Bo Weinberg (Bruce Willis). Knowing his yet-undiscovered betrayal of the gang has placed his life in jeopardy, Bo makes Billy promise to look after his girlfriend, Drew Preston (Nicole Kidman). Attracted to the beautiful woman, Billy tries to protect Drew from the murderous Dutch.