Three boys, Frankie and Phil Fasino and Carlo Cardoni, grow up together in a poor Italian neighborhood in Newark, New Jersey. It is during the last years of the Depression and World War II. Times are bad and for them stealing is a way of life. After graduating high school, the brothers Frankie and Phil end up working for the Family, while their childhood friend Carlo joins the Army Air Force to escape his friends’ criminal ways. After four years of service, Carlo returns home. He marries, has children, and joins a New Jersey police department.

But when the demands of his everyday life begin to overwhelm him, Carlo accepts favors from his old friends and their capo-regime—favors he knows must someday be repaid. Frankie and Phil try to persuade Carlo to leave the police force and join them in the Mafia. Tempted before, Carlo takes drastic measures: He moves his family to California to escape the Mafia’s influence. He becomes a member of the Los Angeles police force.

Years later, his past friends move their criminal activities to San Diego. Once again they become friends, and he accepts favors from them. Then the day comes when Frankie tells Carlo the Family expects him to repay his debt and honor his commitment. Will this honest cop on the hook to the mob join the Family? Or will Frankie and Phil be ordered to put a hit out on their childhood friend?