It's 1933, and mishievous 10-year-old Archie finds himself in the care of his father, Charlie, a reluctant gangster indebted to mob boss Benny "The Bomb" Palladino. They flee with a suitcase of stolen money to a dustbowl town where they plan to steal the illegal fortune of "Ugly" Jim McCrae. But Charlie meets the beautiful widow Ellen Heaven, and he soon changes his priorities.