While wealthy Manhattanite brothers Dylan, Logan and their friends make the trek across town for a Brooklyn concert, they run into Simon, a notorious gangster. Dylan, in an ill-advised bid for a criminal relationship with Simon, sets up a drug deal. The deal soon goes awry, and a livid Simon wants them dead. In a desperate attempt to get back to Manhattan, the group must flee deeper and deeper into the belly of New York City's labyrinthine-like subway system in a terrifying life-or-death race against their pursuers.

Leonard Kraditor is a burned-out case, living with his immigrant parents after his fiancée left him, helping out at their Brooklyn dry cleaners, taking photographs, at loose ends, suicidal. In quick succession, he meets two women: Sandra, the daughter of his parents' business associates, frank, direct, sensual, Jewish like Leonard; and, his neighbor Michelle, mercurial, rootless, fun, blond, unattainable. Michelle is in love with a married man and cries on Leonard's shoulder; Sandra wants to save him. Is Leonard willing to risk losing Sandra's fidelity for the moments Michelle's moods swing toward him? Can this end well?