After ten years in prison, Duke Anderson (Sean Connery) heads for the luxurious Manhattan apartment of his onetime girlfriend, Ingrid Everleigh (Dyan Cannon). Duke gets an idea from the plush layout: he plans to steal the guts out of every apartment in the building. With the support of syndicate boss Pat Angelo (Alan King), Duke prepares the million dollar caper, recruiting the best burglars in New York, including Tommy Haskins (Martin Balsalm), the team's expert on art, antiques and jewels. As each detail of the robbery is worked into the master plan, it is secretly recorded by the electronic 'bugs' planted by various public and private law enforcement agencies, until all the pieces come together in the film's heart-pounding climax.