Billy Bathgate (Loren Dean) is a street-smart kid who inveigles his way into the confidence of 1930s gangster Dutch Schultz (Dustin Hoffman). Billy is ordered to look after Schultz' new moll, Drew Preston (Nicole Kidman), while Dutch fends off tax evasion charges and such up-and-coming rivals as Lucky Luciano (Stanley Tucci). Even though they know they're playing with dynamite, Billy and Drew fall in love. In attempting to escape Schultz' wrath, Billy succeeds only in putting himself in the thick of a gun battle between his boss and Luciano. When "Charley Lucky" emerges triumphant, Billy is forced once again to rely on his wits to escape being sent to the bottom of the briny in a cement overcoat.