The Grifters

What About It?


(for a full summary of the film, scroll down to "What Happens?" below. )
The characters in "The Grifters" are career criminals, but not the type seen in your standard mob/gang movie. It would seem that being a grifter is a career only for the fiercely independent and mentally agile and with a large streak of a gambler's compulsion. While characters in mob movies may end up betraying their bosses, the three grifters presented here, would be destined to do so from the moment they pretended to have a boss. As Roy's mentor, Mintz says "Grifters got an irresistible urge to beat a guy who's wise. There's nothing to whipping a fool. Hell, fools are made to be whipped. But, to take another pro, even your partner, who knows you, and has his eye on you, that's a score, no matter what happens." This is an odd and brutal game where only the winner really knows the score and whatever triumph he/she might feel belong to him or her alone, as by nature they'd have no one to share it with. These characters don't really have relationships as much as prepared situations with someone about to be taken. Even their most personal relationships boil down to long cons. This is a completely demanding lifestyle, and the only moment the con is not going is when each character is alone, and even then they're likely plotting the details. As a con man's career relies on being sincere and likeable, it's easy to get drawn in to their charm and unconventional wit. The con doesn't stop when you learn they're con men, it's similar to Cole telling a mark that the transaction is illegal, and watches the man hook himself. The danger is part of the allure, and allows him to be comfortable with something that's too good to be true. For a moment, the mark knows how the grifter thinks of himself, a little smarter than the rest of the world.

 Stephen Frears provides a unique film experience, using Elmer Bernstein's score as a powerful tool giving a looming sense of danger as while as dark celebration at times conjuring the sense of a menacing carnival, which is certainly appropriate as the traditional grifter is often associated with travelling carnies, a natural source of new marks, a subculture withing a subculture of permanent transience. Everything in the movie looks sharp and authentic so much so that details like Lilly's blonde hair stand out. Until the end, even the violence looks good. I would think it's no accident that Roy's beating gives only internal injuries as if even dying, there can't be an obvious mess. The film recalls the past, but brought up to date and not looking better for the shift.

Roy is our most average character and the center of the story as it's he that ties Myra and Lilly together. It's his injury that causes Lilly to screw up, a concern you would imagine she's had for a long time. Lilly is right about Roy in that he "doesn't have the stomach" to be a grifter. While he's charming and has a few skills, he doesn't have the edge that Myra and Lilly do. He lacks a mean streak and you get the sense that he's simply trying to find an amusing way to make a living. By comparison to the women, it would seem that Roy is dabbling in a game that requires total devotion. He's content to make a few bucks here and there not taking anyone for enough to make them care, until he finds the wrong bartender and realizes that as much as a grifter likes to take someone, there are those that despise the takers, no matter the amount. That's the heart of the lifestyle, and Roy doesn't get it. A lot of the appeal to him is that it allows him to be a "self made man." We see that he's insistent to Lilly that "I pay my debts." He mentions to Myra that he left home with only things he himself had paid for. THis is not a good attitude for a grifter who would more naturally be proud that he left home having stolen all of Lilly's things. His misplaced work ethic doesn't do him any favors. He can't get past issues with Lilly, having acted as if he were her brother when he was a child, he sees her more as a disloyal peer than a mother, and as everyone but he himself can see he has a vulnerability around his Oedipus complex. Unfortunately for him, that's not even sacred to a real grifter, Myra or Lilly. He wants to have a relationship with Lilly, but he can't understand what she is or what she's capable of to survive as she herself points out. He's quick to grab the opportunity to play Lilly's moral authority, having perhaps hoped for the chance his whole life, but in the end, he's a twenty five year old kid without enough cynicism to really play the game.  Roy unlike Myra and Lilly is content to be just so comfortable, and so is surprised at their insatiable grasping for more. John Cusack is perfect for the role and pulls off a likeable rogue, perpetually smirking at a private joke. The role fits in well with his other screen roles. He's not unlike Lloyd Dobler in "Say ANything" although this time he's in way over his head.

Myra is another matter. SHe's eternally calculating, and the consummate grifter. Her every waking moment is a con, from paying her rent to having a boyfriend. Given what we see of her, we can assume that before she knows that Roy is a con man, she's already working him for something. Her delight at seeing Roy con the sailor's is beautiful, as if she's finally found the perfect way to "take" him. Myra is a specialist, using her body as her tool. Her easy exhibitionism tells her story. She doesn't even bother with seduction or lingerie, just presenting her whole body as if she's impossible to turn away. It's possible that she really wants to partner up with Roy, as the long con she describes would require a male partner, yet when she tells Roy he needs to come up with $20,000.00 for his end, it seems more likely that Roy is just a short con on the way to the long one. We can believe that she misses the long con, but how she reenters the lifestyle is not likely something she shares with Roy but even if they had become partners, Roy's fears about being conned himself are well justified, as Mintz pointed out,  "But, to take another pro, even your partner, who knows you, and has his eye on you, that's a score, no matter what happens." She has no knowledge of Mintz's advice to Roy, and assumes that Lilly is responsible for thwarting her. This shows us the hard nature of a "successful" grifter, as she casually puts Lilly's life in danger, both to punish her, and hoping to take her money. It's not her fault that she underestimates Lilly, who is capable of anything at all. Annette Benning is extraordinry in a unique role. Her Myra is calculating deranged and alluring and convincing as a cold blooded schemer who's practiced at seeming warm.

Lilly is the real star of the movie and Anjelica Huston is brilliant presenting a natural predator, who doesn't even realize her nature. She's like a shark, in that she doesn't ponder her actions but has to keep moving or drown. She has been a grifter her whole life, and working for Bobo has found a golden opportunity with access to easy money, and regular employment while she continues to steal money. Bobo even expects her to steal as she shows when she recites his speech back to him "If he's not stealing a little, he's stealing a lot." Of course the difference between a little and a lot is ambiguous, especially over time. Much relies on the appearance of order, and when Bobo is tipped off, he has no choice to take action even though her actions could well have been well within what was expected of her. That's the hazard of having a "boss." although the premise of working for someone would seem to be part of her grift. The fact that Lilly would work her grift on someone as dangerous as Bobo shows her dedication to the lifestyle. Her quick turnaround of Myra's murder attempt shows that she's the ultimate opportunist, quick witted enough to try and salvage any situation. Her strong dislike for Myra, aside from objections "anyone would have." concerning her son, are likely based on an instant recognition. They recognize each other as full time and dedicated operators, and instinctual competition.
She is not emotionless and we see that she does have feelings for her son Roy, as this causes her to uncharacteristically screw up. From Roy and her accounts, this is not the first time her son has been a liability to her lifestyle. And much like she becomes temporarily lulled by steady employment, she thinks that she can reconcile in some way with Roy. She herself, forgets her own nature until she has no choice but to turn back to it. Once she does, all bets are off. She thinks nothing off attempting to seduce her own son, because there is nothing in the world more important to her than surviving. As She she tells Roy "I'm a survivor. I survive." She warns him that he has no idea what she's capable of, and attempts to take the money through conversation, but she also begins an escalation that can onlty end with her leaving with it, no matter what the outcome for Roy. She likely didn't mean to kill him, but neither does that stop her once in motion. She can mourn her son at her leisure while surviving. SHe will likely end up in the same situation all over again, and she will also likely survive. At what cost, is a consideration she gave up on a long time ago.

Ultimately, "The Grifters" is a mean spirited film about ruthless people being charming for as long as they can. Everyone has something to prove and due to the nature of the grifter, only one of them can really prove it. It's easy to get drawn in to the charm of a man or woman against the world living on his/her wits, at least until we're brought all the way to the downside, which is simply the fact that this leaves you all alone in the world. Lilly gets away and lives, but she hardly gets a happy ending. Roy is a goner as soon as we realize he isn't committed.Caught between Lilly and Myra, anything that has a heart is going to be a casualty.  To use Mintz's quote one more time, "But, to take another pro, even your partner, who knows you, and has his eye on you, that's a score, no matter what happens." seems right on the money. Lilly taking Roy is a score, and we see "no matter what happens." vividly illustrated. We might have a tendency to see a score as a happy event, but in their terminology, happy has nothing to do with anything. These people buy and sell confidence. For true grifters like Myra and Lilly, a score is just the marker that tells you you're still alive. Anything but total dedication to it can be fatal as Roy would tell you. Play the game or go straight, there isn't any room for dabblers.

What Happens?

Grifters starts out with a quote from "The Lady is a Tramp" a song by Hart and Rodgers, "I've wined and dined on mulligan stew/and never wished for turkey,/As I hitched and hiked and grifted too/ from Maine to Albuquerque..." before giving the credits over changing views of city skylines.



We then follow cars into the Paloma Downs horse race track. A narrator tells us "Around the country the bookies pay off winners at track odds. It's dangerous when a long shot comes in, unless you have somebody at the tracks to lower those odds."  On that note we see Lilly Dillon (Anjelica Huston) parking her car and walking into the track.

The screen splits and elsewhere we see Roy Dillon (John Cusack) park his car and throw a binder into his trunk about to enter a bar.

The screen then spits into three and we see Myra Langtry (Annette Benning) park her car and head for a jewelry and watch repair store. Each of them wear sunglasses, and all three turn towards the camera at the same time as if somebody called them.

Roy makes his way through the busy bar and sits at the bar counter. He sees a patron setting pennies on end and bets him he can't do it with a quarter, telling him he'll pay him a dime for every quarter he can do that with. The man is sure that he can and accepts his bet of "a dime for every quarter" Roy orders a drink, showing the bartender a distinctively folded twenty as he asks for it. He then drops a ten he has beneath the twenty, folded the same way, onto the bar (palming the twenty.) The bartender brings his drink, grabs his ten from the bar (assuming it's the twenty) and gives Roy change for a twenty. The man placing the quarters on end has managed to set ten on end. Roy tosses him a dollar and while the man grabs it, Roy scoops up the quarters, telling the surprised man, "That was the deal, a dime for every quarter."

Lilly is still at the racetrack. The next race is set to start in minutes and she checks the board showing the odds for the horses to win, The #3 horse starts at at 7/0 odds. She reaches into her bag which has folders containing $1,000.00 bundles of cash. She bets $5,000.00 on the #3 horse, placing the betting slips in her bag, where she has folders for each race. She sees the #3 horse's odds change to 3/6 before visiting another teller and placing another $2,000.00 on the #3 horse, and nodding as the odds change to 2/2.

Myra Langtry is waiting as the jeweler (Stephen Tobolowsky) inspects at a piece of her jewelry. He is sympathetically giving her the bad news that the stones in the piece are not diamonds. Myra looks shocked, saying "they must be, they cut glass!" The jeweler tells her "glass will cut glass, almost anything will." and shows her a more reliable test.  She says it's ok, and it isn't his fault. As she leaves he asks her to keep him in mind if she has anything else he might be interested in. She smiles at the door and says "Well, I have only one thing now." turning back to face him she asks "Are you interested?" He tells her "I would have to see it, of course." She responds, "Well you are seeing it. You're looking right at it." He talks about her fake jewelry again, reassuring her , that this very rarely happens, and that he feels bad when it does. He takes off his glasses and says "I always hope I'm mistaken."

Roy walks around the bar  and orders a drink from a different bartender. He tries his trick with the twenty and ten again, but this bartender must have seen it before, as rather than grab the bill, he grabs Roy's wrist and exposes the palmed twenty. He holds Roy there and reaches under the bar grabbing a club, which he jabs into Roy's gut, sending him across the room. Roy leaves doubled over, having trouble breathing.

Lilly, still at the track, gathers people's discarded betting slips. Roy spends a minute leaning over into his car, when a police officer shows up assuming he's had too many drinks. The officer tells him he seems pretty sick. Roy blames bad shrimp. The officer offers to get him to the doctor, but Roy says he has clients to see.

Lilly goes out to her car and places some slips in an envelope addressed to "Bobo Justus" She also reveals that she has a large stash of bills hidden at the bottom of her trunk. She makes a phone call, telling Irv (Michael Laskin) that she's done at the racetrack and asking if she can come back to Baltimore. Irv tells her that Bobo wants her to go on to La Jolla. She reminds Irv that it's 1,000 miles away and she never goes to California. Irv tells her "You don't argue with Bobo." She considers stopping in Los Angeles on the way. Irv tells her to take a few days and call when she gets there.

Roy gets home to the hotel he's living at and tells the owner that Mrs. Langtry may be stopping by. Roy empties his pockets of the money he made and practices tossing a coin. He hallucinates his old mentor, Mintz (Eddie Jones) in his room asking "What do you want, kid?" and then remembers a past meeting. He approaches Mintz, wanting to learn from him. Impressed that Roy figured out a card trick he offers to show him a few things. He confronts Mintz.
Roy: I want to learn everything.
Mintz: You want to be a grifter?
Roy: A grifter...yes.
Mintz: Not partners. That's your first lesson. Cuts your score in half right down the middle. Worse than that, you take a partner, you put an apple on your head and hand the other guy a shotgun. Grifters, huh? You're one all right. Grifters got an irresistible urge to beat a guy who's wise. There's nothing to whipping a fool. Hell, fools are made to be whipped. But, to take another pro, even your partner, who knows you, and has his eye on you, that's a score, no matter what happens."
He offers to teach Roy a few tricks but reminds him that his hand is not going into his pocket. He also tells Roy "Forget the long con. If the fool tips, you're caught. You'll do time. Never do time."
In the present, Roy half sleeping, laughs at the memory, awakening when Myra shows up. She says "Well, that's fine. Two months we've known each other, you're already so bored you fall asleep before I get here." They start fooling around.

The phone rings and we see that Roy is asleep in bed alone. Simms is calling to tell him he has a visitor. Roy asks who it is and Simms says "a very attractive young lady, who says she's your mother." Roy tells Simms to send her up. She knocks and he says "Come on in Lilly." Lilly says "Long time no see." and kisses him on the lips. Roy answers "Eight years." before offering her some instant coffee.  They sit down for coffee. Lilly tells him she's still working for a bookie. Roy remarks "an easy life." She answers "Usually." Lilly says suspiciously, "I'm not sure what you're up to."
Roy: Up to? I'm not up to anything.
Lilly: Come on Roy. You can't kid me. You got so much more on the ball than i ever did, an you know what it does to a person...
Roy: Lilly, why don't you mind your own goddamned business?
Roy closes his eyes, obviously in pain and Lilly gets concerned. She checks his forehead and realizes he's ice cold. He reveals he was hit in the stomach. He doesn't want to go into details, but she decides she needs to call him a doctor. The doctor attempts to be short with her, but she reminds him she works for Bobo Justus, and he changes his tune, even apologizing when he shows up with paramedics. The doctor tells her that Roy's bleeding to death and his blood pressure's under 100, almost saying that he doesn't think Roy will make it to the hospital. Lilly reminds him who she works for again and says "My son is gonna be alright. If not, I'll have you killed."

Myra comes to visit Roy in the hospital and ends up meeting Lilly. She flatters Lilly, that she couldn't be old enough to be Roy's mother, and introduces herself as "Roy's friend." Lilly adds "I imagine you're lots of people's friend." Myra takes a look at her and says "Oh of course, now that I see you in the light, you're plenty old enough to be his mother." Roy comes to and tells them not to fight. Myra tells Roy that he was bleeding inside and his mother saved his life. Lilly remarks "Second time I gave it to you." Roy isn't very grateful, telling Myra that he was "inconvenient" for her and that she was 14 when she had him and used to tell him he was her kid brother. Lilly gets flustered and tells them she's late and has a two hour drive to the track. He thanks her before she leaves and says "I guess I owe you my life." and she says "You always did." before leaving. Myra is fascinated to hear that Lilly works at the track. Just before the race, we see Lilly stuck in traffic and the racetrack announces a horse, Troubadour, with odds of 70/1.  Lilly listens to the race on the radio and hears Troubadour win with odds of 70/1.

Myra is quizzing Roy now about what he'll do when he gets out. He asks if she's talking about marriage and she says no, adding "I'm a very practical little girl and I don't believe in giving any more than I get. And that might be pretty awkward for a matchbook salesman or whatever you are."
Roy: Everybody needs matches.
Myra: What do you sell anyway?
Roy: Self confidence.
Myra: God knows you have it to spare.

Myra leaves as Lilly returns to the hospital. She sniffs the air in the room and tells Roy "Myra's been here." She tells Roy she picked up his mail and it was only bills, which she offers to take care of. He insists that he can take care of them himself. She tells him that his boss called, and questions his job selling peanuts for commission, accusing him of using the job as a front while working some angle. He brings up her own job, saying "You're one to talk. You still running playback money for the mob?"
Lilly: That's me. That's who I am. You were never cut out for the rackets, Roy and if you..
Roy: How come?
Lilly: You aren't tough enough.
Roy: Not as tough as you, huh?
Lilly: How'd you get that punch to the stomach, Roy?
Roy: I tripped on a chair.
Lilly: Get off the grift, Roy.
Roy: Why?
Lilly: You haven't got the stomach for it.

Their talk is interrupted by Roy's nurse, Carol, who Lilly reveals she hired to keep an eye on him. Roy is upset as he "makes his own decisions." and asks Carol if she knows why Lilly hired her. Carol responds innocently reciting when she's to check on him. Roy tells her "She hired you for me to fuck." This catches Carol off guard, and Lilly insists that that isn't true. Lilly dismisses Carol and Roy an Lilly continue talking.
Roy: you're just throwing that wallflower at me ;cause you don't like Myra.
Lilly: Myra's nothing. She's less than nothing.
Roy: Than why does she bug you? You jealous?
Lilly: Of what? You want to lie down with dogs?
Roy: And I'll pick the dog.

Myra gets home and her landlord is waiting for her. She attempts to talk nonsense to him to stay off the subject, but he insists that she settle her bill. She invites him in and asks for a second to get her money together. She calls him into the bedroom and when he opens the door he finds her naked on the bed telling him "the lady, or the loot." He picks the lady.

Lilly goes to her car and finds Bobo waiting for her, clearly unhappy.
Bobo: Did I buy you that dress you piece of shit?
Lilly: Well, I guess so, you're the guy I work for.
Bobo: I'm the guy you work for huh? Well in that case I may just flush you down the toilet.
He tells Lilly to take him to his hotel. On the ride he mentions Troubadour, the horse that paid 70/1, and asks her how much she got paid to let that happen. She tries to claim she was down on the horse but there was too much action and he asks "Do you want to stick to that story or do you want to keep your teeth?"
She finally tells him the real story, that she missed it because she was at the hospital with her son. Bob asks her if she has a long coat she can wear over her dress. When she says no, he offers to loan her a raincoat. As soon as they get to the hotel he punches her in the stomach and then tells her to bring him a towel from the bathroom. He lights a cigar and when she returns with a towel, he asks her if she's "heard about the oranges." and then asks her to tell him about the oranges while she wraps oranges in a towel. She explains to him that it's an old insurance scam, to beat someone with oranges wrapped in a towel, which done right leaves nasty bruise without real damage, but done wrong can cause permanent harm.  She starts stuttering, having difficulty with the words, but complies when he asks her to bring the towel. He acts as if he's going to hit her with it, but lets the oranges fall out of the towel, opting instead to hold her down and burn her hand with a cigar. He gives her a raincoat to wear home, and offers her a drink before she leaves. He then gives her the ten grand she sent him for Troubadour winning and tells her she can keep it. He asks her how she's doing with money and when he asks if she's skimming form him, she tells him "clip a buck here, a buck there, not enough to notice."
Bobo: That's right, take a little, leave a little.
Lilly: A person who don't look out for himself, is too dumb to look out for anybody else. He's a liability, right, Bobo?
Bobo: That's 1000% right Lilly.
Lilly: Or else he's working an angle. If he's not stealing a little, he's stealing a lot.
Bobo seems happy to hear his philosophy's repeated.

Roy is back at his apartment. We see that he has stacks of cash hidden inside his wall paintings. He takes out some cash and packs a bag, meeting up with Myra for a train ride. He tells Myra he's going to stretch his legs. She tells him she'll wait for him. Roy pretends to stumble into a table full of sailors spilling their drinks in order to start a conversation. He "finds" a die and starts rolling it for drinks and eventually for cash. Myra comes out and sees what he's doing, grinning wide as she realizes for sure, that he's a short con operator.


Myra starts pitching Roy a long con, revealing that she saw him "working the tat on those sailor boys." He initially protests but Myra says "Come on Roy, the tat, what you do for a living. You're on the grift, same as me."  When Roy tells her that no does the long con alone she tells him "I was a team ten years with the best in the business, Cole Langley." Roy's heard of him so she explains what they used to do and we see it in flashback. She explains that she was "the roper" and we see her escorting a businessman into an office building rented by Cole (J.T. Walsh) Cole acts as if, Myra wasn't supposed to tell anyone, but she acts as if she's already told the mark all about it. Cole then acts as if he;ll trust her and Cole pulls out a large amount of money as if it's Myra's. Cole tells the mark that their transaction is technically illegal, which doesn't bother him. He explains that their system is based on a them having a hacker who can cause a seven second delay in the transfer of information from the Tokyo to New York stock exchange, giving them seven seconds before the market opens to act on insider stock tips. Myra explains that Cole "was so crooked he could eat soup with a corkscrew." Myra tells him that they took one guy for $185,000.00. When Roy asks why the mark doesn't call the cops she explains the "blow off" and we see She and Cole with the client, surprised by supposed FBI agents bursting in the room which causes Cole to "shoot" Myra and sends the client running without his money. Roy asks "What happened to Cole?"
Myra: He retired.
Roy: Where?
Myra Upstate.
Roy: Upstate where?
Myra: Atascedero.
We see Cole locked away in a mental hospital, mumbling that he can't move. Roy asks "That's where they keep the criminally insane isn't it?" Myra says "He retired and that's it. But I didn't. I'm still the best long con roper you'll ever see." Roy answers "I bet you are, and now you're trying to rope me." She answers "Join up with you!"


We then catch up with Lilly drinking coffee in a diner. A male patron comes to her booth and starts aggressively hitting on her, although she shows absolutely no interest even telling a waitress the man is bothering her. He doesn't listen to the waitress and Lilly elbows him in the throat when he sits next to her.

Roy and Myra are still on their getaway getting ready for bed. We see that Myra has gotten them separate rooms which Roy questions. She tells him she just prefers separate bathrooms so she can spread her cosmetics out without him knocking them over. She then claims she wore herself out and leaves him to go to his own room, claiming he's tired too, but he's clearly disappointed. In his room, he tells himself  "Forget the long con, because I'm the one being conned."  The phone rings and it's Myra telling him to open his door.  He asks why but she tells him "Open it and find out." He opens the door to find her standing in the doorway of her own room, completely naked. She closes the door and walks over to his room giggling. She says "You should've seen the look on your face when I told you goodnight!"

We see Lilly at a house in La Jolla, disturbed by a knock on her door. Before answering, she grabs a gun and puts it withing easy reach. The knock turns out to be Roy, who she's surprised to see. He tells Lilly that he and Myra came out for a vacation. She tells him "If you come out to the track, don't know me." Roy insists that they won't hit the track. He hands her $4,000.00 as payback for the hospital. She isn't interested in his money but he insists. "I pay my debts." He finds the gun she had laying out under a magazine and asks "Expecting somebody?" Lilly answers "No. That was the point." He notices the cigar burn on her hand and asks about it. She claims it was an accident. They argue about the money, Lilly insisting he keep it. She tells him to get a straight job again. He reassures her that he's "strictly short con." She tells him "The grifts like anything else Roy. You don't stand still, you either go up or down. Usually down, sooner or later." He answers "I'll let it be a surprise then." and leaves, leaving the money behind too. We see that Myra is in the backseat of a car across the street, watching the place and discussing it with the driver who remarks "That's the guy we followed." She insists he stat put and we see her watching Lilly and then following her to the track. Myra watches Lilly and her car with a set of binoculars and sees the money she has hidden beneath the trunk.

Later, Myra meets with Roy and tells him she was at the track. He asks if she saw his mother and Myra says "How could I? I was in the clubhouse." Roy says "Lilly wouldn't be in the clubhouse, would she? How did you know that?" Myra then says that she did see Lilly, but Lilly didn't see her. She mentions that Lilly is always nasty to her and mentions "I called a friend of mine in Baltimore, so now I know who she is."  Roy says "You must have some very knowledgeable friends." She acts as if her connections will pay off for the scam she's been pitching.
Myra: You won't regret this, Roy!
Roy: Regret what? I didn't say I was coming aboard.
Myra: But, why not? I thought it was settled.
Roy: Nothing was ever settled.
Myra: It's your mother talking against me, isn't it?
Roy: My mother's got nothing to do with this. I make my own decisions.
Myra: That's not what Lilly thinks.
Roy: Who cares what she thinks? I don't care what she thinks. I left home when I was 17 with nothing but stuff I bought and paid for myself, nothing from Lilly.

We then see Roy at his apartment putting money back into one of his clown paintings, when someone knocks at the door. He rehangs the painting and finds it's Myra knocking. She's bursting to tell him that one of her contacts has found a guy in Tulsa who's "made for them." as well as an office set up that's all ready to go. She tells him that she can come up with $10,000.00 if she tries, which means he needs to come up with $20,000.00. Roy questions whether he has that kind of money and tells her "Maybe I like it where I am." Myra says "Maybe, I don't. I had ten good years with Cole and I want 'em back.I gotta have a partner..."
Roy: Do I get any say in this?
Myra: Noo, because...
Roy: That's what I say. What I say is no. We don't do partners.
Myra: What is it? What's going on? Why don't you want to team up?
Roy: The best reason I can think if is that you scare the hell out of me. I have seen women like you before, baby. You're double tough and you're as sharp as a razor and you get what you want, or else, but you don't make it work forever. Sooner or later the lightning hits, and I'm not gonna be around when it hits you.
Myra: My God. It's your mother. It's Lilly.
Roy: What?
Myra: Sure it is. That's why you act so funny around each other.
Roy: What's that?
Myra: Don't act so goddamned innocent. You and your own mother? You like to go back where you've been, huh?
Roy: Watch your mouth.
Myra: Yeah. Yeah, I'm wise to you. I shouldda seen it before, you rotten son of a bitch. How is it huh? How do you like it?
Roy loses his temper and punches her. He then says it isn't like him and explains that's why they can't work together, telling her "You're disgusting. Your mind is so filthy, it's hard to look at you." He says "Goodbye." and shows her the door. Leaving she remarks "And you don't even know it." Roy starts dialing the phone. We see Myra in the elevator saying "Mama. Mama. You'll get yours Mama." We see Lilly at her place picking up the phone. Roy asks her if they can just talk. She offers to drive up but Roy says he'll come to her. She seems delighted, but says "It won't be a home cooked meal you know."

Lilly watches television and gets ready for Roy to visit. She gets a call from "Irv" who tells her "Someone blew you out with Bobo. The car full of money, he's...Lilly? Lilly? Bobo knows about all the money in the car, the money you stole from him..." Lilly has already left the place not even finishing getting dressed or hanging up the phone. She drives away and we see that Myra was watching across the street in a car and now follows Lilly. Immediately afterwards, two thugs show up and check out Lilly's place, leaving when they don't find her. They mention she's in a black and gold Cadillac and take off. Roy shows up when they leave and finds nobody home.

Lilly finds a hotel in Phoenix and asks for a room in the back so she can park her car out of sight of the road. Myra shows up there right afterwards and also asks for a room in the back. The hotel clerk mentions that she thought Myra was Lilly, (the two are dressed alike) explaining why she didn't run out to check her in. Myra goes to her room and unpacks a huge ring of keys. She tries her keys on Lilly's door, finally getting one that works. She finds Lilly asleep and starts choking her. We then see Roy flying into Phoenix to meet the Phoenix police. They tell him there was a lot of money in the car. They express condolences, but Roy tells them "I don't believe it. Lilly is not a suicide. Nothing would make her check out." They explain that they're sure it's her and it was her gun used. At the police station the explain that they prefer not to do a next of kin ID but there were no fingerprints on file and dental records are useless because "She ate the gun." Roy looks at the body, ID'ing it as Lilly although he checks her hand and finds no cigar burn.

We see Lilly dressed up like Myra, driving to Roy's place. She rushes in and Simms assumes she's Myra. She starts looking through Roy's things and pretty quickly goes for the paintings. SHe starts emptying the money into her bag, but Roy shows up in the process. He explains that he got back from phoenix and she asks if the frame worked. He tells her it's very solid. Roy asks what happened in Phoenix. Lilly says "It was terrible. You read about people killing people and all that, but when it happens, My God. We see Myra attempting to choke Lilly, until Lilly shoots her in the face. She then came up with the only plan that wouldn't end with her running from Bobo and the police.  She tells Roy "I hated to take your money." Roy tells her "You're not taking it." She tells him "I can't run without money, and if I can't run, I'm dead." Roy tells her she should use Myra's credit cards and start over legit. She insists she's never had a straight job. Roy tells her he's going to get out himself, but she tells him "I don't have time for this." mentioning that Bobo is after her, not him. She tells him "I'm a survivor Roy. I survive, and to survive my way, I need money." She grabs the case. Roy says "No." She asks him if he wants a drink, but he declines. She then claims that she's thirsty and offers to get him some ice water. She returns with two glasses and says "Take whichever one you want." Roy says "You wouldn't do that." Lilly answers "You don't know what I'd do.You have no idea. To live." Roy tells her "You'll live Lilly." They sit down with their drinks.
Lilly: I know what's bugging you of course. I wasn't a very good mother to you when you were a kid. It was pretty lousy of me I guess, to be a child at the same time you were.
Roy: Oh, for God's sake Lilly.
Lilly: I gave you your life twice. I'm asking you to give me mine once. I need the money Roy.
Roy: [Taking a drink] No.
She gets up and discusses him getting off the grift, reminding him that he almost died from the hit in the gut. He tells her it doesn't matter if he's quitting. She then tells him if he's getting out he doesn't need the money. He gets up and faces her, telling her that his money wouldn't last forever and she'd just end up in the same situation again, reasoning that not giving her the money forces her to go straight. She then tries another tactic.
Lilly: Roy, what if I told you that I wasn't really your mother? That we weren't related?
Roy: What?
Lilly: You'd like that, wouldn't you? Sure you would. You don't have to tell me. [slowly approaching Roy]
Now, why would you like that, Roy?
Roy: What are you talking about? Of course you're my mother. Of course you are.
Lilly: I want that money Roy. I need it. Now what do I have to do to get it? You mean you won't give it to me Roy? [nearly touching him] Will you? or won't you? What can I do to get it? Is there nothing I can do?
Roy: [Lilly almost kissing him] Lilly Jesus, what are you doing?
Lilly: Nothing at all [They kiss]
Roy turns his head away, backs up and has a drink. Lilly grabs the briefcase and hits him with it, shattering the glass he's holding.Lilly looks appalled to see a shard of glass sticking out from his neck as he starts bleeding.and falls to the ground and then onto his back, spitting up blood and dying as Lilly keels over him sobbing. She then starts scooping up the money while she sobs, much of it covered in blood. She washes up and leaves. We see her pulling out into the road and driving away.