Vincent ‘Vinnie’ Antonelli (Steve Martin) is an ex-mobster from New York who has entered the witness protection program and has been relocated to California. Barney Coopersmith (Rick Moranis) is the FBI agent charged with Vinnies’s protection. Vinnie finds it extremely hard to adapt to life in California. He soon meets other ex-mobsters that have been dumped in Califrnia by the witness protection program. They decide to form their own mob and introduce California to the ways of organized crime. Local district attorney Hannah Stubbs (Joan Cusack) learns of their charades and is appalled that the FBI would fill heavenly California with the scum of New York City. She makes it clear that she will do everything she can to make life hard for Vinnie and Barney.