Professional thief Neil McCauley lives by a personal code: have nothing in your life you cannot leave behind if you need to escape the police. He and his crew � Chris Shiherlis, Michael Cheritto and Trejo � hire Waingro to help rob $1.6 million in bearer bonds from an armored car. During the heist, Waingro impulsively kills a guard. A second guard is shot when he attempts to pull his concealed weapon. Since they are now all guilty of felony murder, McCauley gives the order to execute the remaining guard so as not to leave an eyewitness, but he is incensed with Waingro for the needless escalation. McCauley's crew prepares to kill Waingro, but are distracted by a passing police cruiser, and he escapes.

McCauley begins a relationship with Eady. His fence, Nate, suggests he sell the stolen bonds back to their original owner, money launderer Roger Van Zant, who could profit by claiming the insurance on the bonds. Van Zant agrees, but instructs his men to ambush McCauley at the meeting. McCauley survives the ambush, killing both of Van Zant's men, and vows revenge against Van Zant, threatening him by telephone.

LAPD Major Crimes Unit Lieutenant Vincent Hanna investigates the robbery with Sergeant Drucker and Detectives Casals, Bosko, and Schwartz. An informant connects Cheritto to the robbery, and Hanna's team surveils him. Hanna's team stakes out the crew's next target, a precious metals depository; when a careless officer makes a noise, McCauley makes the crew walk off the job. Hanna lets them go so he can continue gathering evidence, rather than arrest them on a minor breaking and entering charge.

Despite the increased police surveillance, McCauley's crew agrees to one last bank robbery worth $12.2 million. Hanna pulls over McCauley on the 105 Freeway and invites him to coffee. They talk about their commitment to their fields and limitations of their personal lives. Hanna says that his third marriage, to Justine, is near failure, and McCauley confides that he is similarly isolated. They both acknowledge that they will kill the other if necessary. When Hanna returns to his office, he learns that McCauley's crew have slipped their surveillance.

Waingro, having made a deal with Van Zant to help eliminate McCauley's crew, tortures Trejo for information. Acting on a tip from Van Zant's bodyguard Hugh Benny, the LAPD intercept the crew as they are leaving the bank, resulting in a massive shootout in Downtown Los Angeles. Bosko is killed and many police officers are also killed or wounded, while McCauley loses Cheritto and his alternate driver Donald Breedan, with Shiherlis also wounded. McCauley arrives at Trejo's house to find Trejo's wife murdered. A dying Trejo reveals Waingro's involvement, prompting McCauley to kill Van Zant. Eady realizes that McCauley is a criminal but ultimately agrees to flee the country with him. Shiherlis attempts to reconnect with his wife Charlene, who is helping the LAPD in a sting operation to capture him. She changes her mind and helps him escape, albeit without a way to keep their son Dominic in his life.

Hanna finds his stepdaughter Lauren unresponsive in the bathtub after a suicide attempt and rushes her to the hospital. He and Justine comfort each other after learning that she has survived. Meanwhile, McCauley drives to the airport with Eady to flee to New Zealand, but learns of Waingro's location and abandons his usual caution to seek revenge. The LAPD learns of McCauley's arrival at Waingro's hotel. McCauley kills Waingro, but before he can return to Eady and escape, he is spotted by Hanna and flees alone on foot. Hanna pursues McCauley onto the tarmac at LAX and shoots him, mortally wounding McCauley. Hanna takes his hand as McCauley succumbs to his injuries.