Garvey is a San Francisco pawnshop operator. His unemployed and criminal friends Dillard, Turtle and Weslake, team up with Boardwalk, a local pimp, to burgle Garvey's shop while the owner is out of town. During the elaborate planning process, Dillard falls for a Hispanic woman, the sister of a friend. Boardwalk is assigned to case a local apartment, where he meets and falls for the maid. Amidst all these romantic hijinks, Weslake puts together a burglary plan, which is executed by the makeshift gang.