A small-time conman has torn loyalties between his estranged mother and new girlfriend--both of whom are high-stakes grifters with their own angles to play.

Roy Dillon: You talk the lingo. What's your pitch?
Myra Langtry: The long end, big con.
Roy Dillon: Nobody does that single-o.
Myra Langtry: I was teamed ten years with the best in the business, Cole Langley.
Roy Dillon: I've heard the name.
Myra Langtry: It was beautiful! And getting better all the time.
Roy Dillon: Is that right?
Myra Langtry: It is, Roy. It's where you should be. What do you bring in, $300, $400 a week? We used money like that for tips!
Lilly Dillon: Well, sure, Roy. You want me to drive up - ? Okay, fine, come on down. It won't be a home-cooked meal, you know.
Roy Dillon: Well, that's good news.
Roy Dillon: Maybe I like it where I am.
Myra Langtry: Well, maybe I don't! I had ten good years with Cole, and I want them back! I gotta have a partner! I looked and I looked and believe me, brother, I kissed a lot of fucking frogs, and you're my prince!
[first lines]
Voice-over: Around the country the bookies pay off winners at track odds. It's dangerous when a long shot comes in. Unless you have somebody at the tracks to lower those odds.
Myra Langtry: I have only one thing now. Are you interested?
Jeweler: Well, I'd have to see it, of course.
Myra Langtry: You are seeing it. You're looking right at it.
Jeweler: Mrs. Langtry, something like this very rarely happens. The fine setting and workmanship usually means precious stones. It always hurts me when I find they're not. I always hope
[removes his glasses]
Jeweler: I'm mistaken.
Roy Dillon: I guess I owe you my life, Lilly.
Lilly Dillon: You always did, Roy.
Roy Dillon: Do I get any say in this?
Myra Langtry: No! Because...
Roy Dillon: That's what I say. What I say is no. We don't do partners.
Myra Langtry: [Myra is hurt and confused] What is it? What's goin' on? Why don't you wanna team up?
Roy Dillon: The BEST reason I can think of is that you scare the hell out of me. I have seen women like you before, baby. You're double-tough and you are sharp as a razor, and you get what you want or else; but you don't make it work forever. Sooner or later the lightning hits, and I'm not gonna be around when it hits you.
Myra Langtry: My God, it's your mother. It's Lilly.
Roy Dillon: What?
Myra Langtry: Sure it is. That's why you act so funny around each other.
Roy Dillon: What's that?
Myra Langtry: Oh, don't act so god-damned innocent!
[Myra is disgusted]
Myra Langtry: You and your own mother? Ugh! You like to go back where you been, huh?
Roy Dillon: Watch your mouth.
Myra Langtry: Yeah, I'm wise to you! I should have seen it before, you rotten son of a bitch. How is it, huh? How do you like it-
[Roy slaps her so hard that she falls to the floor]
Doctor: Miss Dillon, I'm sorry about our little disagreement on the phone. And I'm really sorry about your son. Well, it's hard to believe that such a strapping young man is your son.
Lilly Dillon: Never mind that, just take care of him.
Doctor: He's had, he's had an internal hemorrhage. He's bleeding to death.
Lilly Dillon: Well, make it stop!
Doctor: His blood pressure's under a hundred. I don't think he's going to make it to the hospital.
Lilly Dillon: You know who I work for.
Doctor: There's just so much I can do.
Lilly Dillon: My son is going to be all right. If not, I'll have you killed.
Roy Dillon: Well, who's a boy gonna talk to if not his mother?
[last lines]
Lilly Dillon: Roy, will you or won't you? What can I do to get it? Is there nothing I can do?
Roy Dillon: Lilly - Jesus, what are you doing?
Lilly Dillon: Nothing at all. Nothing at all.
[Lilly swings briefcase. Roy bleeds]
Lilly Dillon: [sobbing] No, no, no, no, no, no!
Simms: The last modern thing I liked was the miniskirt. With technology now, nobody understands it... and that's the simple fact of the situation.
Bobo Justus: [trying to get an explanation for Lilly's horse bet] You want to talk to me straight up?
Lilly Dillon: My son.
Bobo Justus: Your what?
Lilly Dillon: My son was in the hospital.
Bobo Justus: What the fuck are you doing with a son?
Myra Langtry: I'm Roy's friend.
Lilly Dillon: Yes. I imagine you're lots of people's friend.
Myra Langtry: [taking a good look at LILLY] Oh, of course, now that I see you in the light, you're plenty old enough to be Roy's mother.
Lilly Dillon: Aren't we all?
Roy Dillon: Play nice. Don't fight.
Myra Langtry: I just washed my clothes and I can't do a thing with them.
Roy Dillon: It's great to get away, isn't it? Take some time off. Next week, I'll be back to work.
Myra Langtry: You already went back to work.
Roy Dillon: What?
Myra Langtry: I watched you, working the tat on those sailor boys.
Roy Dillon: Working the what?
Myra Langtry: Oh, come on, Roy, the tat. What you do for a living.
Roy Dillon: I'm a salesman.
Myra Langtry: You're on the grift, same as me.
Roy Dillon: Myra, I'm not following you.
Myra Langtry: Roy, you're a short-con operator... and a good one, I think. Don't talk to me like I'm another square!
Cole: Gloucester, we are talking about breaking the law here. I just want to make sure you understand that. No one is going to get hurt, but the law is going to be broken.
Hebbing: Laws are made to be broken, aren't they?
Lilly Dillon: I was hoping we could play it straight with one another.
Roy Dillon: I guess not.
Lilly Dillon: I guess you won't be getting a straight job, either.
Roy Dillon: Not this week.
Lilly Dillon: Not ever.
Roy Dillon: It's up to me. I'm strictly short con. It's nothing but small time stuff. I can walk away from it anytime I want.
Lilly Dillon: Where have I heard that before?
Roy Dillon: Yeah, but I'm in control.
Lilly Dillon: Sure. You're only 25 years old, already you can lay down four grand without even turning a hair. Grift's like anything else, Roy. You don't stand still. You either go up or down. Usually down, sooner or later.
Roy Dillon: Well, I'll let it be a surprise, then.
Bobo Justus: One question. Do you want to stick to that story, or do you want to keep your teeth?
Lilly Dillon: I want to keep my teeth.
Myra Langtry: Don't tell me. You're Addison Simms of Seattle! And we had lunch together in the fall of 1902!
Lilly Dillon: I gave you your life twice. I'm asking you to give me mine once.
Myra Langtry: [laughing while having sex with Joe]
Joe: What're you laughing at?
Myra Langtry: Oh, nothi- nothing, nothing, no, never mind, Joe. It's just... I was remembering, at lunch... on the menu it said, "Today's Special: broiled hothouse tomato under generous slice... of ripe cheeeeese!"
[giggles]
Simms: Good afternoon, Mr. Dillon.
Roy Dillon: Hi, Simms. What can I do for you?
Simms: You have a visitor, Mr. Dillon. A very attractive young lady. She says she's your mother.
Lilly Dillon: I guess we won't be getting a straight job.
Bobo Justus: Did I buy you that dress you piece of shit?
Lilly Dillon: Well I guess so, you're the guy I work for.
Lilly Dillon: You're working some angle, and don't tell me you're not because I wrote the book!
Roy Dillon: What about you? You still handling playback money for the mob?
Lilly Dillon: THAT's me. That's who I am. You were never cut out for the rackets, Roy.
Roy Dillon: How come?
Lilly Dillon: You aren't tough enough.
Roy Dillon: Not as tough as you, huh?
Lilly Dillon: Get off the grift, Roy.
Roy Dillon: Why?
Lilly Dillon: You haven't got the stomach for it.
Arizona Motel Clerk: Some-in' wrong? Oh, I'm sorry. I thought you were the other lady.
Myra Langtry: No, I'm me.
Simms: Put it this way, now. Say I rent to a woman, well, she has to have a room with a bath. I insist on it, because otherwise she's got the hall bath tied up all the time, washing her goddamn hair and her clothes and everything she can think of...
Simms: If you keep out the women in the first place, see, you keep out the hookers, and then you keep out the cops, and that's how you have a clean place.