The opening close-up shot shows a knife slicing lemons. The camera pans out to Sally (Susan Sarandon) washing herself with the lemon juice in front of the window at her kitchen sink in an apartment building in Atlantic City. She is listening to the operatic soprano aria Casta Diva from Norma. From the next apartment, an older man, Lou (Burt Lancaster), is spying on Sally as she bathes.We then cut to a phone booth. A young long-haired man goes in, pretending to make a call, then grabs something in tin foil. This is Dave. Another, tough looking guy with bleach blond hair goes in the same phone booth, obviously to get what was in the tin foil, but can't find it.We then see Dave hitchhiking with a young pregnant woman, Chrissie. They are both dressed like gypsies or hippies. in the background are the marshes of New Jersey and industrial smoke stacks. The two hippies walk through Atlantic City's boardwalk and go into a casino where they find Sally, who works in one of the casino's seafood restaurants. We learn the hippies are Sally's estranged husband, Dave, and her sister, Chrissie. The two had run off together. Sally says she's not going to let them stay with her, but relents.Lou passes them as they enter Sally's apartment. He goes downstairs to Grace's apartment, a woman about his own age who lives in an apartment with girlish pink decor. We find that Lou does errands for her for cash and that they have a combative co-dependent relationship.Back upstairs, Dave tries to kiss his estranged wife, Sally, who gives him the cold shoulder, telling him he ruined her chances of making a life in Las Vegas. He leaves angrily, but sees her purse and steals her wallet from it on the way out.Lou argues with Grace over five dollars. She tells him to steal it. Calling him king of the crooks. He takes the abuse calmly. He takes Grace's dog Peppie for grooming, and while there he asks the proprietress if she has any bets. We see Lou make his rounds as a small-time bookie.Sally is taking classes to be a blackjack dealer. We learn that she is taking French classes and her dream is to go to Monte Carlo and work there as a blackjack dealer.Lou brings the money he has gathered from bets to a man with organized crime connections, Fred O'Reilly, at a bar. Coincidentally, Dave is there to meet with Fred too, hoping to sell the drugs he stole from the phone booth pick-up. Lou watches Dave walk in the back with Fred. Dave shows Fred a plastic bag of white powdered heroin. Fred takes a sniff and says it's very nice. White Christmas. Fred tells Dave to get a leisure suit and lose the hippy look. Dave wants an advance. While Fred takes a piss, he tells Dave he can't do business with him. He gives Dave a card with a number on it, presumably a place he can sell the dope.Dave chases Lou down on the Atlantic City boardwalk as he walks back to the apartment building. Dave offers Lou $100 to use his apartment for an hour.Lou returns Peppie the poodle to Grace, then leaves with Dave who asks to borrow Grace's scale. The two go downstairs and Dave cuts the white powder with baby laxative on Lou's kitchen table. Dave tells Lou he just turned $2,000 into $4,000. Dave asks Lou to walk him around, but Lou says he can't leave Grace. Dave has Chrissie go into Grace's apartment to rub her feet so that Lou will be free to show him around. As they walk the boardwalk, Lou tells Dave he knew Bugsy Siegel and that he killed people in the past when he worked for the people who worked for the people. He said he would swim in the ocean and come out feeling clean again.Lou and Dave go to a hotel. Dave says he wants Lou to go to room 307 and exchange the drugs for money. Lou asks why Dave isn't coming and Dave says he isn't dressed for it. While Lou is upstairs exchanging the drugs for money, and Dave is walking around. A car pulls up with Fred from the bar and the blond man from the phone booth from whence Dave stole the drugs. The blond man chases Dave into an elevated garage. A chase ensues ending when the blond man captures Dave and stabs him in the chest.Lou stops in a bathroom after collecting $4,000 for the drugs. He bumps into an old friend, Buddy O'Brian, who is now a bathroom attendant. They reminisce about a farcical mass rubber-buying job and Lou tells him he lives too much in the past. As Lou walks home he sees Dave being carried on a gurney into an ambulance.The police come into Sally's hotel and give her back her wallet. She asks where they found it and realizes something has happened to Dave and that it was he who stole her wallet. Sally rushes to the hospital and watches as they pull the blanket over the motionless Dave. When they tell her she can claim the body, she says she doesn't want it and storms out, past Robert Goulet singing a song about Atlantic City surrounded by chorus girls. He's at the hospital doing a benefit. After attempting to call Dave's parents, Sally walks past Lou who is at the hospital as well. He introduces himself as her neighbor and says he's sorry about Dave.Lou helps her call Dave's parents, when she can't handle the call, Lou talks to them for her. After they get back to the apartment building they each go to their respective apartments. Lou again spies on Sally as she bathes topless at the kitchen sink, spreading lemon juice on her arms and bare chest.Lou goes downstairs to Grace's and sends Chrissie back upstairs. Lou puts on an old jazz record and climbs into bed with Grace who protests, "Lou, whats got into you?" But doesn't resists too much.The next morning, Lou follows Dave's procedure for cutting the drugs in his kitchen while whistling. He arranges for Dave's body to be sent to Dave's parents. He then goes back to the same client from the previous day and gets another $4,000. He visits O'Brian the bathroom attendant and gives him a large tip and tells him to visit a tailor.Lou takes Sally out to dinner. Hes wearing a new suit and pretends to be more wealthy than he is. Sally has to go to work on a house she and some friends are fixing up. Lou takes her. While there, Lou tells more of his history with Grace. That he's protected her for 40 years, since she was a teenager. But she got married along the way. Sally asks if Lou loves Grace. But Lou says he watches Sally. He then tells her, he's been watching her through her window, he then describes in loving detail her bathing ritual involving lemons and soap. Rather than being creeped out, Sally is touched and aroused. She takes off her blouse. And Lou delicately begins to run his hands over her. Presumably they make love (off-camera).As they return to their apartment building, they are accosted by the blond gangster who stabbed Dave. He rips Sally's clothes and breaks her radio and rifles through her purse, looking for the drugs or any proceeds. Lou is held back by one of the blond gangster's associates. As they come up the stairs Grace angrily confronts Lou and Sally, saying men had been ransacking the place. She is especially annoyed by Lou's new suit. "What the hell are you wearing?" She berates Lou and tells Sally in the old days his nickname was numb nuts.Sally's apartment has been ransacked. Lou, who has slipped into his own apartment, begins packing a suitcase. And with shaking hands gathers the remaining dope and a gun.Grace tells Sally it's not the first time Lou has run. He ran when her husband, Cookie, was killed, "so he'll run away now". Sally confronts Chrissie. She admits that Dave and she came to Atlantic City to sell some dope to get money for the baby. She tells Sally Dave went out with Lou the day before. Grace says, "they took my scale." She goes and angrily knocks and his door and sees that he's gone. Sally realizes Lou has been spending the drug money to romance her.Lou visits the client at the hotel and sells him the rest of the dope, except for a last $1,000 worth, since that's all the money the client has. He tells the client to tell Fred to leave the women alone, that what those hoods are looking for he's got.Sally goes to her blackjack dealing class, but is told the manager wants to see her. He says he can't afford to have people with connections like hers working in the casino. He fires her. Sally finds Lou playing blackjack in the casino. As she walks up to him, the blond gangster and his associate are asking him where the money is and they ask him to go outside. Lou won't leave the table. Sally yells at him saying he's playing with Dave's money. He tells her to sit down. She throws a fit. As Sally creates a scene and is forcibly thrown out by security, Lou slips out and gets in a cab.Sally manages to follow him to the bus station and tricks a bus driver into thinking he's her father and she needs to get him off the bus so he can get his medication. She demands that Lou give her the money. As they walk away from the station, the blond gangster and his associate corner them in an alley. The blond gangster holds a switchblade in Sally's face.Lou shoots both gangsters and he and Sally flee in their car. Lou is proud of himself and laughs about killing them." I protected you", he says. She tells him to put the gun down.They go to a hotel and order champagne. Their reverie is broken when they turn on the TV and see a news bulletin about the murders. But the news flash doesn't indicate that they are suspects. So they relax.We then see Grace and Chrissie connecting. Grace tells how she came during the war to Atlantic City for a Betty Grable look-alike contest, but the boardwalk was full of Betty Grable look-alikes. She offers to buy Chrissie a ticket home to Saskatchewan. Lou asks Sally to come with him to Florida where he has friends. She is leaning towards doing it. Then a police sketch of Lou is shown on the TV and Sally realizes it wouldn't work.In the morning Lou takes the telephone in the bathroom and calls Grace and admits the murders. He says he wishes Grace could be there. He is strangely proud and we realize he had never actually killed anyone before, contrary to what he had told Dave earlier on the boardwalk.While he's on the phone, Sally gets up and goes through his wallet. She takes most of the money. Lou peeks out the bathroom door and sees her doing this, but doesn't say anything. She makes up a story about wanting to get pizza, saying shell bring some back. As she's walking out the door, he tells her don't forget to ditch the car, indicating he knows she isn't coming back. She drives away, listing to a radio program about the wines of France.Lou asks for a taxi back to Atlantic City, looks at the paper the man was reading about the murders and tells the man that he did it. Grace sells the last $1,000 worth of dope to the client at the hotel, as she walks away, Lou takes her arm. They walk down the boardwalk together with smiles on their faces. The camera pans up to a wrecking ball slamming into a hole in a hotel being demolished as the end credits rolll.