Aging museum security guards Charles (Morgan Freeman), Roger (Christopher Walken), and George (William H. Macy) scheme to steal their favorite exhibits before the new curator arrives to install a new collection. With no criminal experience to fall back on, the three aspiring larcenists hatch a plan to quietly replace each piece with a convincing replica. When one small mistake throws their carefully crafted plan into chaos, Charles, Roger, and George must scramble avoid spending their golden years behind bars.