After his mother ditches him in a dingy roadside motel, naive teen Otis (Matt Dotson) sets out to make his way to Las Vegas, hitching a ride with a pair of charismatic, middle-aged schemers (Carol Lynley and Barbara McNair). Once in Sin City, Otis finds himself drawn into an elaborate poker heist plotted by his shady new "friends" and a grizzled con artist (William Smith). But Otis soon learns that his acquaintances are not to be trusted.