Master criminal Neil McCauley (Robert De Niro) is trying to control the rogue actions of one of his men, while also planning one last big heist before retiring. Meanwhile, Lieutenant Hanna (Al Pacino) attempts to track down McCauley as he deals with the chaos in his own life, including the infidelity of his wife (Diane Venora) and the mental health of his stepdaughter (Natalie Portman). McCauley and Hanna discover a mutual respect, even as they try to thwart each other's plans.

Neil McCauley is a professional thief based in Los Angeles. He and his crew – Chris Shiherlis, Michael Cheritto, Trejo, and newly hired hand Waingro – rob $1.6 million in bearer bonds from an armored car. During the heist, Waingro kills a guard without provocation. McCauley kills a second guard who attempts to pull out his concealed weapon, and Cheritto kills the third guard so as to not leave any witnesses. Later, McCauley prepares to kill Waingro, but he escapes.

LAPD Lieutenant Vincent Hanna and his team investigate the robbery. Hanna, a dedicated lawman and former Marine, has a strained relationship with his third wife Justine, and struggles to connect with his stepdaughter, Lauren. McCauley follows a code: “allow nothing to be in your life that you cannot walk out on in thirty seconds flat if you spot the heat around the corner.” While at a bar, McCauley meets Eady, a young graphic designer with whom he begins a relationship.

McCauley’s fence, Nate, suggests he sell the stolen bonds back to their original owner, money launderer Roger Van Zant. Van Zant agrees, but instead arranges an ambush. Anticipating a trap, McCauley and his crew counter-ambush, kill the hitmen, and vow to kill Van Zant. Waingro murders a prostitute; Hanna’s team investigate, discovering evidence that leads them to the murder of other prostitutes, victims of a serial killer. An informant of the LAPD connects Cheritto to the robbery, and Hanna’s team begin monitoring him, leading them to the rest of the crew and their next target, a precious metals depository. Hanna’s team stakes out the depository, but when a careless officer makes a noise, McCauley has his crew walk off the job.

McCauley’s crew agree to one last bank robbery worth $12.2 million. Hanna tracks McCauley and pulls him over on the 105 Freeway, inviting him to coffee. They discuss their dedication to their respective jobs and the limitations of their personal lives; Hanna describes his failing marriage and McCauley confides that he is similarly isolated. Though they admit their respect for one another, both acknowledge that they will kill the other if necessary. Waingro makes a deal with Van Zant to help eliminate McCauley’s crew. Trejo quits the bank robbery at the last moment, claiming the LAPD is following him too closely. McCauley recruits an old colleague, Don Breedan, to take Trejo’s place as the getaway driver, and the crew carries out the heist.

Acting on a tip from Van Zant’s bodyguard, the LAPD intercepts the crew as they leave the bank, resulting in a massive shootout where Breedan and several officers are killed. McCauley manages to escape with a wounded Shiherlis. Cheritto attempts to flee, but is shot dead by Hanna. After leaving Shiherlis with Nate, McCauley arrives at Trejo’s house to find him mortally wounded and his wife killed. Trejo reveals Waingro and Van Zant’s involvement before asking McCauley to kill him. McCauley breaks into Van Zant’s mansion and shoots him dead. Upon learning of McCauley’s connection to Waingro and discovering that Waingro is hiding at a hotel, Hanna’s unit decides to use him as bait to lure McCauley. As McCauley prepares to flee the country, Eady discovers his criminal identity, but agrees to go with him. Before escaping, Shiherlis attempts to reconcile with his wife Charlene, who has been forced by the LAPD to bring in her husband. He encounters her at her hotel, she warns him away with a hand gesture, and he escapes.

Having separated from Justine, Hanna finds Lauren has attempted suicide in his own hotel room and rushes her to the hospital; he reconciles with Justine after they learn that Lauren has survived. McCauley drives to the airport with Eady, but he learns Waingro’s location and abandons his usual caution to seek revenge. McCauley infiltrates the hotel, pulls the fire alarm, bursts into Waingro’s room and kills him. As McCauley returns to Eady, he is spotted by Hanna. McCauley abandons Eady, fleeing onto the tarmac at the Los Angeles International Airport, pursued by Hanna. The two stalk each other, and Hanna shoots McCauley in the chest. Hanna takes McCauley’s hand as McCauley dies of his wounds.

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