史蒂芬（马克•鲁弗洛 Mark Ruffalo 饰）和布鲁姆（阿德里安•布洛迪 Adrien Brody 饰）是从小相依为命的兄弟，他们精于骗术，因此总遭到养父母的抛弃。渐渐地，他们习惯了这种生活方式。在骗局中，总是史蒂芬谋划全局，布鲁姆配合实施。长大后，兄弟俩依旧靠骗术行走江湖，而且还多了一个伙伴——寡言少语但出手不凡的日本女孩邦邦（菊地凛子 Rinko Kikuchi 饰）。三人合作，多次得手，但布鲁姆已经厌倦了这种虚假的生活。这时，史蒂芬计划对独居的年轻富婆佩内洛普（蕾切尔•薇姿 Rachel Weisz 饰）下手，让布鲁姆充当骗财骗色的角色。在交往中，布鲁姆发现佩内洛普是一个多才多艺的古怪女孩，两人在接触中擦出了爱情的火花。但是，骗局即将收官，布鲁姆却苦于恋情与手足情的对立，难以抉择……Brothers - older Stephen and three years junior Bloom - have been con artists since they were kids. Stephen is the mastermind, for who the intricacy of the story used in the con is as important as the positive outcome of the swindle. Bloom is the main character of Stephen's stories, the character he considers the anti-hero. As adults, they travel the world and never enlist the same people twice in their cons, except for their consistent sidekick, the mysterious and primarily silent Bang Bang, a Japanese woman who just appeared in their lives one day and who has a penchant for blowing things up. As Bloom hits his mid-thirties, he wants to quit the business as he is losing his own identity to that of the characters he portrays; he doesn't know anymore what is real and what is make-believe. Stephen talks him into one last con, the mark to be the eccentric, lonely but beautiful New Jersey heiress, Penelope Stamp. Penelope's primary past-time in life is to, as she calls it, "borrow hobbies": when she sees something she likes, she learns how to do it solely through reading books. As the brothers go through their final con on Penelope, three main problems may occur to thwart the plan. First, the brothers' former mentor and now arch enemy, Diamond Dog, may exact his long awaited revenge on the brothers. Second, Penelope may end up being more unpredictable than all their former marks. And third, Bloom, who has let love slip by in his life, may fall for Penelope. But through the process, no one ever really knows who is conning who.