Small-time hood Nicky (Cassavetes) gets in trouble for stealing from his mob bosses. He calls Mikey (Falk), his lifelong friend. Throughout the cold Philadelphia night, Nicky tries to lay low, thinking he'll get bumped off by the mob. Mikey reassures him all the while that he'll be fine, not telling Nicky that he knows all about the hit set out on him, a contract that has been accepted by Professional Killer Warren Kinney (Beatty).
It was filmed in 1973, but the usual battles between May and the studio brass over Executive Meddling (see also A New Leaf and Ishtar) happened, and it ended up only getting a very short 1976 release to satisfy contractual obligations. It got rediscovered during the later re-evaluation of May's directorial work.
This film demonstrates the following tropes:
- All Girls Want Bad Boys: Nicky's wife (who he's separated from) refuses him entrance to her apartment, telling him to go away. Eventually, through his usual charm (and that fact that she's still in love with him), she falls for his line of still loving her and being true to her. Mind, he just came from banging his mistress.
- Badass in a Nice Suit: Both Nicky and Mikey are dressed in tailored suits characteristic of mafia goons.
- Damn, It Feels Good to Be a Gangster!: It has its moments for both Nicky and Mikey, but as we see the mob bureaucracy play out, Mikey's not happy when Nicky has to be killed.
- Disproportionate Retribution: Stealing from the mob always means death.
- Downer Ending: Nicky gets shot. In front of Mikey's house, no less.
- Dramatic Irony: The audience knows that Nicky is going to die, but the question is when.
- Extremely Short Timespan: The film takes place over the course of about 12 hours.
- Foreshadowing: We don't see who is on the other end of Kinney's phone call about the bar where Mikey and Nicky are drinking, in which he tells the caller that he will signal him by phoning the bar, letting it ring three times, and hanging up. When we cut back to the two friends, Mikey hears a noise and asks "Was that the phone?", and he is oddly insistent on staying to finish his beer while Nicky is anxious to leave. We later learn that Kinney was calling Mikey, who knows about the hit and is trying to keep Nicky in place for it.
- Furniture Blockade: In the final scene, Nicky is hammering on Mikey's front door, pleading to be let in before Kinney (who has been driving in circles around the neighbourhood for the past several hours) sees him. As his desperation escalates, he starts kicking the door, and Mikey pushes two armchairs in front of it.
- Hair-Trigger Temper: Mikey almost kills a drug store attendant for not giving him cream quickly enough.
- Jerkass: Nicky is an ass to everyone. Even to his best friend, Mikey, of thirty-some odd years. When they stop by Nicky's mistress' apartment, Nicky has sex with her while Mikey sits on the kitchen wastebasket, looking deeply uncomfortable. Nicky then claims he was "warming her up" for Mikey, but when Mikey tries to kiss her, she bites his lip hard enough to draw blood; he slaps her in retaliation, and she screams at both gangsters to get out. After they leave, Mikey accuses Nicky of taking him there just to show off his own success with women; in the ensuing argument, Mikey asks Nicky to return his father's watch (which Nicky borrowed as part of a "disguise"), and Nicky hurls it to the ground, smashing it to bits.
- The Mafia: Nicky and Mikey are part of the same crime family, but Nicky has been caught stealing from his boss, Dave Resnick, and is certain he has been marked for death. Late in the film, Mikey has to meet with Resnick to explain why they couldn't pull off the hit that night.
- Pet the Dog: The only positive light (and it's only a chink) we see Nicky in is when he visits his five-month old daughter. But on that night, he's annoyed that she won't hold his finger.
- Professional Killer: Kinney is a hired assassin who's arrived in town to kill Nicky and finds himself in a cat-and-mouse chase; he later complains to Mikey that the additional expenses the chase has incurred have probably wiped out his profit for the job.
- Red Oni, Blue Oni: Impulsive Nicky is the Red Oni, cool-headed Mikey is the Blue Oni.
- Smug Snake: Nicky doesn't treat anyone well, and even Mikey falls for Nicky's smooth-talking ways.
- Tragic Bromance: The story is all about Mikey spending one last night with Nicky, knowing that Nicky won't be around much longer.
- Vitriolic Best Buds: Nicky and Mikey. Nicky doesn't care about anyone else's feelings, and that includes Mikey, his best friend for over 30 years.