Big screen adaptation of the Elmore Leonard crime novel. Bank robber Jack Foley (George Clooney) is forced to kidnap federal agent Karen Sisco (Jennifer Lopez) while breaking out of prison. The two feel a strong sexual attraction for each other, but Karen still takes the opportunity to escape when it arises. Jack teams up with his old partner, Buddy (Ving Rhames), and they plan one last job together in Detroit. Intending to rob the mansion of millionaire Richard Ripley (Albert Brooks), the duo still have Karen on their tail, and also face competition from ex-con Glenn Michaels (Steve Zahn) and the psychopathic Maurice 'Snoopy' Miller (Don Cheadle).

Matilda (Mara Wilson) is an exceptionally gifted and intelligent child, but is ignored by her stupid parents Harry (Danny DeVito) and Zinnia (Rhea Perlman). A keen reader, her dearest wish is to be sent to school, but the establishment Harry selects is Crunchemhall, run by the brutal Miss Trunchball (Pam Ferris). Her cruelty to her pupils causes Matilda to vow revenge, and her newly discovered telekinetic powers give her the chance to do so.