Busting out of prison, Joe (Bruce Willis) and Terry (Billy Bob Thornton) are on the run and out of money. That changes when they devise a scheme to place bank managers under house arrest the night before they rob their banks. But success as the infamous "sleepover bandits" isn't the only change in store for them. As they cross state lines and federal laws, they meet Kate (Cate Blanchett) a sexy, eccentric housewife whose indecision as to which of the two bandits she wants could spoil their partnership for good.