Roger (Christopher Walken) is a
security guard at an art museum, where he spends a lot of time staring at his
favorite painting, The Lonely Maiden, a beautiful woman staring
forlornly out into the distance. Despite the fact he has a wife, Rose (Marcia
Gay Harden), he has become rather obsessed with the painting. Rose wants Roger
to retire so they can move to Florida. One afternoon, Roger learns that
several pieces including The Lonely Maiden are to be
permanently moved to another museum in Copenhagen, Denmark. Unable to
follow the maiden, Roger falls into despair until he meets Charles (Morgan
Freeman), another guard who has a similar attraction to a painting on another
floor, a painting of a woman with cats.
George (William H. Macy) is also
obsessed with a piece of art, a nude sculpture of a Greek warrior; he often
strips down and poses naked beside it during his night shift. Using the
advantages between their shifts and experience, George comes up with the idea
to steal their favorite works of art and replace them with replicas. Roger
volunteers to tag the artworks being shipped, while Charles and George seek
assistance in replicating their favorites. Because Charles is a painter, he's
able to do the cat painting perfectly, but he fails in capturing The
Lonely Maiden. The men hire a street artist (Breckin Meyer) for that task,
forcing Roger to steal Rose's Florida vacation savings to pay for the job. Rose
becomes suspicious and nearly ends up having Roger taken off the volunteer
staff. George manages to replicate "his" sculpture and the Maiden copy
is also completed.
On the day of the switch, George
sneaks into the warehouse in the crate with the statue. He successfully swaps
the three marked pieces, but can't resist stripping down and posing with the
statue. A guard shows up, forcing George to hide in the crate without his
clothes. The next morning, when Roger and Charlie (with the unwitting accompaniment
of Rose) come to collect him, the crate containing George ends up in the wrong
van. A panic-stricken Charlie gives chase, and they manage to successfully
rescue George, who emerges from the shipping crate unclothed, much to Rose's
shock.
Having pulled off the heist
without getting caught, they retire from their jobs and Rose is none the wiser.
On a trip to Florida, Roger is enthralled by Rose as she looks out over the
ocean because she strikingly resembles the Lonely Maiden pose.
Their love life is rekindled. Meanwhile, the three men hide their treasures in
a shack on Charles' apartment roof so that they can go and view them at their
leisure. However, when Roger looks at the painting, it doesn't inspire him like
it once did. He smiles and remembers his wife. Meanwhile, in Copenhagen, a
guard on duty passes The Lonely Maiden copy and looks at it,
smiling.



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