Bill is a penniless drifter who scams strangers out of just enough money to feed himself and his partner in crime, an orphan girl known as Curly Sue. Bill and Curly Sue target Grey, a yuppie lawyer, but their con takes an unexpected turn when the successful woman begins to like the ramshackle duo. But there's one problem—Grey's jealous, conniving boyfriend, Walker.
Jim Belushi
as Bill Dancer
Alisan Porter
as Curly Sue
Kelly Lynch
as Grey Ellison
John Getz
as Walker McCormick
Steve Carell
as Tesio
Fred Thompson
as Bernard Oxbar
Edie McClurg
as Secretary
Viveka Davis
as Trina
Gail Boggs
as Anise Hall
Ralph Foody
as Drifter
Burke Byrnes
as Dr. Maxwell
Barbara Tarbuck
as Mrs. Arnold