Young Gary (Zuckerman) walks in on two cons breaking into his father's safe. Harry (Aiello), the "brains of the operation" advises against it, but Roy grabs Gary and drags him to their (stolen) getaway vehicle. Roy is determined to get big bucks out of Gary's father when they discovered that the $250k they thought was in the safe, wasn't there. The father is notified of the crime by his business associate (Stein), while he is with his paramour. He notifies his wife (shopping in Paris) who is not exactly an ideal parent either.
Meanwhile, Gary removes his blindfold and sees the faces of his kidnappers which angers psychotic Roy (Pantoliano) into threatening the boy's life after they get the money. Harry, a basically good-natured guy, protects the kid and when Roy takes off to collect the ransom, he and the kid take off. After a comedy of errors, he and Gary return to the hideout and Roy returns with the cash, and a gun. When he tries to kill the kid, Harry pulls out a gun he has just stolen and ties up Roy, taking his share of the cash and leaving with young Gary.
During their hilarious escape and preparations to flee to Mexico, Gary bonds with Harry, who has taken a liking to the lonely, neglected boy. He even gets the kid a pet. When their (stolen) car breaks down, Harry and Gary are taken in by Rose, a kindly motel operator (Moriarty). Rose takes a liking to Harry and young Gary begins to feel left out.
Another jealous character, Rose's ex-husband, a deputy sheriff, is suspicious of Harry and discovers the car is stolen. WHen he attempts to capture Harry, Rose puts him off the track. Eventually Roy escapes his bonds, and takes off in pursuit of Harry and the kid, this time with vengeance on his mind. The unusual conclusion has the kid telling the cops what to do.