Cody Banks (Frankie Muniz) is a shy common teenager, living with his mother, father and little brother in a suburban house. But he is also a very efficient undercover CIA agent. He is assigned by CIA director (Keith David), with the support of his instructor Ronica Miles (Angie Harmon), to date Natalie Connors (Hilary Duff) in order to be invited to her birthday party and get close and spy Natalie’s father, Dr. Connors (Martin Donovan). Dr. Connors is a brilliant scientist, who has developed some sort of micro-robots with the intention of controlling oil leakage from tankers. However, the investors of the experiment intend to use the device as a powerful weapon.

Car theft in Long Beach went down 47% when Randall “Memphis” Raines walked away from the life. He gets dragged back into it by assuming the job his brother Kip screwed up for stolen-car broker Raymond Calitri: steal 50 exotic cars and have them on a container ship by 8 AM Friday morning, and he got this news on a Monday. With Calitri threatening to kill him and Kip, and the police GRAB unit breathing down his neck, Memphis reassembles his old crew and attempts to pull off the logistically impossible.

After a sexual harassment incident, Dennis Burke (Peter Coyote), a Nathaniel Hawthorne scholar, goes to work at a California college. He begins correspondence with an imprisoned murderer, Lydia Davis (Nastassja Kinski). Burke is finding old habits hard to break, developing relationships with obsessive coeds. Meanwhile, Lydia escapes from prison. Dennis and his colleague Thurston, a computer scientist and hacker, find themselves caught in a web of intrigue.

Two master thieves go at odds with one another as one sets the other up for a crime. The first (Alec Baldwin), a suave pro who does his job and then hides in his own privacy, listening to old jazz records and caring for his ailing dog, Wally. The other (Michael Jai White) is a local gangster with a taste for the finer life, who decides to eliminate the competition. This ignites a war between the two men and their aides. An angry mob boss (David Byrd) and a female police officer (Rebecca De Mornay) try to sort the mess before things get too out of hand.