A seemingly successful casino owner and gangster (Malcolm McDowell) is reminiscing with some old pals when he hears his former associate Freddie Mays (David Thewlis) has been released from prison. The gangster thinks back to his days working as Mays's lieutenant, when he (Paul Bettany) began to let envy for everything Mays owned and controlled turn into an obsession. The gangster hears of an attempt to be made on Mays and his girlfriend Karen (Saffron Burrows) which, instead of warning them, he watches from the shadows as it happens. That same night he brutally kills Mays's primary rival, Lenny Taylor (Jamie Foreman), and Mays, recovering in the hospital, is charged with the crime. The gangster takes over, leading to with success the likes of which the Mays crew had never seen, while Mays himself is locked away in prison.