John "Duke" Anderson is a burglar (Sean Connery) recently released from prison who returns to his ex-girlfriend (Dyan Cannon) after 10 years to find her living in an expensive New York apartment building as the mistress of a wealthy man. Having learned nothing behind bars, Duke plots to rob every tenant in the building in a single grab, and works quickly to hire his team of thieves. What the gang doesn't realize is that the building is under heavy surveillance from various agencies.