Meet Roy (NICOLAS CAGE) and Frank (SAM ROCKWELL), a couple of pros at the small-time con. As in con artists. Grifters. Matchstick Men. Take your pick.

What Roy, a veteran of the grift, and Frank, his ambitious protege, are swidling-er, make that selling - these days are "water filtration systems", bargain-basement water filters bought by unsuspecting people who pay ten times their value in order to win bogus prizes like cars, jewelry and overseas vacations...which they never collect. These scams net the film-flam men a few hundred here, another thousand there, which eventually adds up to a lucrative partnership.

Roy's private life, however, is not as successful. An obsessive-compulsive agoraphobe (and chain-smoker) with no personal relationships to call his own, Roy is barely hanging on to his wits, and when his idiosyncrasies begin to threaten his criminal productivity he's forced to seek the help of a psychoanalyst (BRUCE ALTMAN) just to keep him in working order.

While Roy is looking for a quick fix (i.e.pills), his therapy begets more than he bargained for : the revelation that he has a teenage daughter - a child whose existence he suspected but never dared confirm. What's more troubling, 14-year-old Angela (ALISON LOHMAN) wants to meet the father she never knew.

At first, Angela's appearance disrupts her neurotic father's carefully ordered routine. Soon, however, with his own unique spin on parenthood, Roy begins to enjoy a relationship he never dreamed of having with his daughter. But while he develops paternal feelings for the 14-year-old, she's developing a fascination with Daddy's questionable career.

Finally, at Angela's insistence and against his better judgement, the overprotective con artist begins teaching her some tricks of the trade and, much to his ambivalent mix of surprise, pride and dismay, she displays a remarkable gift for the grift.

Now, like a kid with a new toy, Angela wants in on the partnership. But that could seriously jeopardize Roy's peace of mind - not to mention his whole way of life.