George has been in a mental hospital for 3 years and is finally ready to go out into the real world again. Eddie Dash, a dedicated con-man, is supposed to keep him out of trouble, but when people begin to recognize George as the missing millionaire Abe, Eddie wants to take advantage of the situation.

Originally scripted as taking place in New York City. The movie prepped for two months and shot 6 weeks in New York. On the last night of location filming, Peter Bogdanovich received a phone call from his agent at about midnight letting him know he was being replaced as director. After reviewing footage with the replacement director, it was determined that none of the New York footage was usable and the script was rewritten to be shot entirely in Los Angeles.