It's 1933... and mischievous ten-year-old, Archie (Myles Jeffrey), finds himself left in the care of his inattentive father, Charlie, a reluctant gangster in debt to mob bosses Benny "The Bomb" Palladino (Robert Vaughn) and Ugly Jim McCrae (Ron Perlman). They flee with a suitcase of money to a dustbowl town where Charlie (Ted King) is forced into taking a teaching job as "cover". Beautiful widowed mother Ellen (Mia sara) takes offence to the new "teacher" and tries to get him thrown out of town. But Archie knows that they are really in love and enlists his new found friends to bring them together and save them from the revengeful mob bosses.
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