Shannon (Minnie Driver) and Frances (Mary McCormick) are two friends whose lives suck. Shannon is an overworked nurse in a large hospital with an idiot boyfriend and Frances is an unemployed actress with a seriously bad car. One day while hanging out together they stumble upon a bank heist in which they overhear the crooks talking to each other. Since Shannon's idiot boyfriend just happens to be a surveillance expert and is loaded with hi-tech audio listening gear, Shannon and Frances are able to ID the bad guys. Rather than turn them into the cops they decide they're going to blackmail the now wealthy bad guys for a bunch of the bank heist money. Soon they find out that they're probably better at surveillance then they are blackmail.