Based on the novel by Terrence Lore Smith, the film stars Ryan O'Neal and Jacqueline Bisset, with Charles Cioffi, Warren Oates, and in an early appearance, Jill Clayburgh.

Webster McGee is a divorced computer programmer who abruptly quits his job and adopts a life of crime as a burglar and jewel thief in Houston, Texas.

Texas Mutual Insurance investigator Dave Reilly becomes suspicious of, then certain that Webster is the jewel thief, but cannot find any actual proof.

"[5] Walter Hill was hired to write a number of subsequent drafts, and received sole credit.

[9] Locations included the Johnson Space Center, the Astrodome, the Museum of Fine Arts, Rice University, the Mecom Fountain, Jones Hall, the Alley Theatre, River Oaks, Buffalo Bayou, West University Place, Montrose, Fourth Ward, the Bob Lanier Public Works Building, the El Paso Energy Building, St. Vincent De Paul Catholic Church, the former Houston Independent School District (HISD) headquarters, the former Trail Drive-In, and an area by the Houston Ship Channel.

"[4] The Los Angeles Times wrote that the film was "as amusing to watch as it is disturbing to think about afterwards" and that O'Neal and Bisset made "a terrific team".