After being busted for a playful computer hacking spree with his college roommate, Martin Bishop (Robert Redford) assumes a new identity and becomes the head of a firm that specializes in penetrating security systems in order to improve them. His team includes former CIA agent Donald Crease (Sydney Poitier), conspiracy theorist Mother (Dan Akroyd), blind with superior hearing Whistler Emory (David Strathairn) and teenage genius Carl Arbegast (River Phoenix). The team is approached by a mysterious pair of government officials who have identified Martin and threaten to arrest him if he doesn't cooperate. The pair want the team to steal a "black box" from a secretive and highly secure corporation. The job becomes increasingly more complicated as the team learns more about the nature of the box and the man who owns it.