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NOTE: This spoiler was written by L.

Vince Rizzo (Andy Garcia) is a guard at a local prison in City Island, New York. He opens the film with narration about City Island and explains that there are two types of inhabitants: muscle suckers and clam diggers. Muscle Suckers recently moved to City Island, whereas Clam diggers have been there since birth. Vince has a few secrets and this is the story of how those come to light.

Vince is in the bathroom smoking and reading through a rooftop window. His wife Joyce knocks on the door and tells him that she needs to blow-dryer. He falls off his stool and hides the cigarette. He hands her the blow-dryer and abruptly closes the door. Joyce (Julianna Margulies) asks her son Vinnie if he's ready for his test and Vinnie says yes while looking at porn.

Outside, Vinnie stares at his fat neighbor while waiting for his mother. Vivian, their daughter, is back from college but instead of having dinner with Joyce and the family, Vince tells her that he has to go to a poker game. She gets frustrated and drives Vinnie to school. She gives him a check for lunch and he slams the door on the way out.

While Joyce and Vince separately drive to work they are both shown smoking. Vince gets a call and ends up spilling his coffee on his lap. Vinnie starts smoking before going into class and starts hitting on an overweight classmate. She gets upset and storms off. At work, Vince does roll call and checks each of the prisoners. Joyce takes messages as a secretary.

Vince goes by a prisoner called Tony Nardella who is in for Grand Theft Auto and selling coke. His parole is provisional and will be released to the closest living relative. If he had a relative he would be released. Vince calls Vivian and asks her what she wants to do for spring break. It's revealed that Vivian is a stripper. She is pissed she'll miss work but she agrees to come home for Spring break. Vince runs to the bus station and picks her up. Vince gets distracted and ends up crashing his car into another one. He flips on the other driver. Joyce is pissed when she sees the damage to the car.

At dinner, Joyce suggests they should go to the Botanical Gardens but Vinnie makes jokes about it. Joyce scolds Vinnie for being a smart ass and skipping his classes and tells him that if he doesn't work hard he will end up being a prison guard like his father, who doesn't have a degree. Vince makes a comment about how he could also end up a secretary. Joyce and Vince start fighting and she tells Vince that if he hadn't gotten her pregnant she'd have gotten a degree. Vince leaves for a poker game.

Michael Malakov (Alan Arkin) is teaching a theater class. Vince is in the audience learning. Malakov makes them stretch. Meanwhile at home, Vivian and Joyce are watching TV when Vivian's job call her and ask about her shift. Vince meets his new partner, Molly Charlesworth (Emily Mortimer), and Malakov tells them that they each have to find out their darkest secrets and share them so that they may dramatize their secret and present them to the class as a monologue with no pauses.

Molly and Vince go to a dinner and Molly tells Vince about her life. Vince zones out a bit but pays attention to the details. Vince has trouble coming up with a secret and asks her if it's possible to not have secrets. Molly tells him no. He thinks about it but tells her all he has is the fact that he's lying about his acting classes. He tries to recite it without pauses but doesn't succeed. He trails off near the end but thinks that it's bullshit.

He then blurts out that he met his son today. In prison. He tells her that Tony is 24 and that he had taken off without telling anyone. His family doesn't know about Tony and he tells her that he never got around to telling them. Vince has a problem with Joyce and Molly tells him that the love child might be the key to working things out. Molly gives Vince her number and tells him to call her on a whim.

Vinnie looks up fat porn on his computer. He looks up a site called Feeding Denise. He suspects that Denise is his neighbor. The next morning, Vinnie wakes up on a bench and observes his fat neighbor out on a walk.

Vince asks Joyce to make a special dinner. He leaves and sees Vinnie outside and asks what happened. At work, Vince talks to Tony, face-to-face. Tony tells Vince that his mother died four years ago and Vince offers his condolences. Vince tells Tony that he spoke to the Warden and that he's going to be released to Vince for 30 days. Vince handcuffs Tony to the car and drives him home.

Vinnie is smoking on the roof when he sees Vince pull in with Tony. He hides the cigarettes in his suitcase. Vince tells Tony to behave himself in the house but doesn't tell Tony that he's his father. Tony thinks that his father is dead and holds bitter feelings about it. Vinnie observes Tony from the roof. Vince takes Tony to the shed and tells him that they are going to build a bathroom here for his wife. Tony is surprised. Vince makes Tony promise he won't run and Vince lights up. Joyce arrives and Vince puts out his cigarette. Vince comes back and leaves Tony chained to the shed. Vinnie tells Joyce and Vivian that Vince brought back a biker.

Joyce and Vince get into a heated argument over Tony. Vinnie gives Tony a thumbs up during the fight. During dinner, Vince makes a toast and Vinnie makes cracks about prison food. Joyce makes subtle remarks about whether Vince had sex with Tony's mother. Vinnie asks Joyce to just ask Vince if it happened. The table breaks into fighting and tensions run high. Vinnie makes an inappropriate joke about Vivian's breasts and is sent to his room. Afterwards, Tony is caught staring at Vivian's breasts. And then Joyce catches Vince staring at them. Vince asks if Vivian's breasts got bigger. Vivian leaves and then Vince storms out and Tony is left uncomfortably at the table. He thanks Joyce for the food.

Vivian goes to the strip club and misses a shift and ends up having a drink. Tony witnesses Joyce smoking outside the house and the two talk. She offers Tony a cigarette. Meanwhile, Vince calls Molly to talk about the Tony situation. She tells him not to be too hard on himself. Molly helps Vince find an audition. She explains the process to him. Vince tells her it sounds terrifying but she insists that he should go. Vince asks why Molly acts.

Vinnie goes on Feed Denise and pays for a membership. He learns a codeword for meeting Denise called "botero." He watches her eat cookie dough. Viniie sneaks to his neighbors and sees her cooking cookies. Meanwhile. Joyce bonds with Tony downstairs. She offers him one of Vinnie's sweater and Tony sees Vinnie's computer. He's shocked and kinda disgusted.

Molly hands Vince her secret, written on an envelope. She tells him not to open it since she wants to keep the secret a little longer. The next morning, everyone wakes up and smokes except for Tony. Tony is in the shed working out when he knocks over a stack of VHS tapes. Vivian walks out drinking coke and almost catches Joyce smoking. She goes to the beach and sees Tony working out. She lights up a cigarette and tosses the matches from her stripper joint into the shed. In the bathroom, Vinnie finds Tony's mugshot in Vince's book.

Vince grabs a beach chair and tells Tony what they are going to need to do. As Tony walks by with trashbags he notices Vince sitting in private and creates alot of noise to spook him. Tony sees him reading the casting call and Tony tells him he should pursue it. Tony then shows him that acting comes easy to people when it's needed. Vince is impressed. Vinnie shows Vivian Tony's mugshot.

Vince goes to his audition and is sent to the very back of a long line. He sees Malakov auditioning for the same role. He has doubts about whether to go through with it but goes to the very back of the line and waits. He finds out it's a Scorcese and DeNiro film.

 Joyce is working on a crossword and sees Tony working. She seems attracted to him and Vivian notices but she tells her to relax. Meanwhile, Tony sees the fat neighbor and calls over to Vinnie. He mouths botero and Vinnie yells back "It's BOTERO" which the fat lady overhears. She reacts slightly and she reveals what she's going to do that night: Proving that it is the same lady. She asks if he would like to go shopping with her and he says yes. Vinnie goes to the shops and the fat classmate sees Vinnie getting food. At her house, he reveals his sexual fetish: He needs to feed girls alot of food.

While Tony works on the shed, Joyce agrees to go to the bathroom shop to pick out toilets. Tony suggests they ask Vince if he has a preference. The attraction between them is somewhat evident.  Joyce calls Vince at work and asks to speak to him but he's told he called in sick. She suspects that he's having an affair. When Tony and Joyce drive to the store, they start making out.

Back at his audition, Vince is the last one chosen from a small group, narrowing out the group (which doesn't include Malakov). Joyce and Tony make out but Tony knows that instead of cheating on Joyce, he's at an audition. Vince is called into the audition. While Vince auditions, Tony stops and tells Joyce that it doesn't work out.

As Vince is about to be denied there is a phone call and asked if he's a professional actor. She puts him at ease and he tells a story. She asks him to improvise the script he read and he does so using his own voice instead of his bad attempt at acting. She goads him into displaying his true range. He borrows Tony's intimidation speech and redoes his audition directly to the camera. The audition judges thank him and he leaves, unsure as to whether he got the role.

Vince tells Molly the story and she's impressed since not many people get to improvise for a Scorsese film. She tells him that the way he stole Tony's act is perfect and impressive. The casting directors call him back and invite him to a read through with other actors. Tony is perplexed but excited that he got the call back. Molly is happy for him but at the same time sad. She shouts out to the bar and the bar claps when they hear Vince's story.

Joyce and Tony drive home and Tony tells Joyce he had a great time, which only upsets Joyce. He goes back to the shed and flips out, throwing his chair. He lies down and notices the strip club mathes. Molly asks if Vince will tell Joyce about the news. He drives home to City Island to tell Joyce the news. Tony hot wires Joyce's car to go to the strip club. Tony drives by them and sees Vince with Molly. Vince and Molly walk at the yacht club and asks Vince to retell the story. He tells her about Tony's mother and what happened. He left her his college fund to keep her afloat and went to work in the corrections office.

Vinnie, his fat classmate, Cheryl, and Denise have a huge dinner and tv snack together. Joyce goes into the bathroom and finds Vince's book with Molly's card and number inside. Molly gets a call from Joyce, who assumes that she is the woman Vince is having sex with. Molly tells Vince to read her secret. He opens the letter and reads it: it's a photo of three children. Molly left her family because she wanted to see if it was possible to pretend they never existed. She asks him not to hate her. Vince gives her a hug.

Tony goes to the strip club and sees Vivian stripping. He immediately leaves when she notices him. She goes to the car. Vivian flips out and reports a stolen car. They trade barbs and she slaps him. He handcuffs himself to Vivian and make a deal: She doesn't rat him out for stealing the car, he doesn't rat her for being a stripper.

Vince arrives home with Molly and Joyce is watching tv. Joyce overhears Vince rehearsing how he's going to tell her his acting coach. She comes down and Molly introduces herself. Joyce flips on Vince assuming he's having an affair. Vince is shocked because Joyce assumes that she's being left. She tells him that Tony makes her feel like a woman. She says that she did something with Tony. Vince promptly vomits. Tony and Vivian walk in handcuffed and Vince completely overreacts. Tony runs before Vince can knife him. Vinnie walks out of the neighbors house to see the family blow up.

Vince punches Tony repeatedly. Joyce screams that she's tired of being cheated on, but Vince tells her that Molly isn't his girlfriend, but his manager. He tells her that he's been hired by Martin Scorsese. Vivian is forced to admit that she's a stripper when Tony tells him that he boosted his car: proving that her breasts are implants. She lost her scholarship because she had pot in her room. Joyce hugs Vivian and tells her that everyone smokes pot. Vince and Tony continue fighting. Finally, Vince admits that Tony is his son. Vince is so frustrated he sits on the ground. Tony is shocked that Vince is his father. He asks Joyce what happened and Joyce tells him that nothing happened. She's horrified, and says that she thought he was sick of her. They kiss and make up. Molly awkwardly runs away from the group. Tony tells Vince that he needs to be uncuffed. Vince cries when he hugs Tony and pats him on the shoulder. Vivian hugs her brother while Vinnie hugs the at neighbors. Vinnie gets the last laugh by saying that Joyce was right: Vince did have sex with Tony's mom.

Molly leaves New York to go home. Vince returns to his improv class and starts his monologue with Malakov. He smiles at Joyce in the audience and starts telling the story to Malakov with the opening monologue. Vince got the part and becomes and actor while the family gets a happy ending, a second chance at happiness together.

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