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Legendary car thief/booster Randall "Memphis" Raines (Nicolas Cage) retired from the criminal life in 1995. Now five years later after Auto Thieft in the greater Los Angeles/Long Beach district went down by 47%, his brother, Kip Raines (Giovanni Ribisi) takes over "the job", employed by British car broker Raymond Calitri. When one night Kip messes up stealing some cars, Memphis gets called back to the life he got out of. His most impossible mission: Steal 50 exotic cars all over Los Angeles and Long Beach and deliver them to Long Beach Harbor, Pier 14 by 8:00am, Friday morning, on the button, or watch Calitri kill Kip. And so Memphis, with the help of longtime friend Otto Halliwell (Robert Duvall) reassembles his old crew which includes sexy Sara "Sway" Wayland" (Academy award-winner Angelina Jolie), a renegade white-haired mechanic by day, bartender by night, to pull off the biggest mission ever. The only problem is the LAPD G.R.A.B. (Governor's Regional Auto Bureau) is on the lookout and Dt. Roland Castlebeck (Delroy Lindo) and his partner are keeping close eyes on Memphis and his team. Can the team pull this assignment off and collect $200,000 in cash? Will Kip finally realize that car boosting is dangerous? And can Memphis escape Castlebeck and the cops? It's a long shot, but they may have a chance. Cut to the chase.