Imprisoned for brutally assaulting a young girl, Max Cady spends his time in jail wisely - reading literature, sculpting his body to perfection and planning his violent revenge on the defence lawyer who put him behind bars. After serving his fourteen year sentence, Cady is released from prison and his rampage begins.

Henry Hill is a small time gangster, who takes part in a robbery with Jimmy Conway and Tommy De Vito, two other gangsters who have set their sights a bit higher. His two partners kill off everyone else involved in the robbery, and slowly start to climb up through the hierarchy of the Mob. Henry, however, is badly affected by his partners success, but will he stoop low enough to bring about the downfall of Jimmy and Tommy?