Two ex-cons, Harry (Aiello) and Roy (Pantoliano) execute a robbery they think will net them $250k. When they find the safe empty, Roy, decides to kidnap Gary, the eight year old son of their victims. Gary's hypochondriac mother has told the boy he is allergic to everything, keeping the lad from having a pet, going anywhere or doing anything. The boy is even home schooled and therefore has no friends his own age. When frustrated Roy wants to hurt and later kill the boy, Harry protects and then runs off with the kid leaving Roy tied up. Naturally Roy is angry, and being rather psychotic, he comes after Harry for revenge. Meanwhile, Gary has formed a strong attachment to Harry and the two have a wild adventure and wind up hiding out at a motel owned by a former sixties flower child. She falls for Harry and wants to help him escape the law. Then trouble starts from two directions and Harry must make a difficult choice about the future - both his and young Gary's.