Richie Flynn Parker (Alessandro Nivola) is a seemingly successful man living in Los Angeles, California who has just broken up with his girlfriend Maggie (Amanda Peet).

He has also just been fired from his job as a health inspector when he discovers his father Nat (Christopher Walken), a cheap con-man, has a terminal brain tumor and he wants to see Richie.

Richie, believing it's another con, grudgingly goes to Atlantic City to see his father who explains he has been living on five dollars a day, going to extremes to do so, such as constantly calling various radio station contests with different aliases to win things, like concert tickets he can then scalp.

The father and son hit the road driving a Sweet'n Low car free of charge provided they get gas at Chevron stations along the way.

The project dates back to 2003 when Nick Cassavetes had signed on to direct for Fine Line Features,[2] but a year later was replaced by John Curran.