Small time hood Nicky Godalin (John Cassavetes) is having a mental breakdown holed up in a cheap hotel. He is sure that a mobster has a contract out on him and he is right. He and others stole from the mobster and people are getting killed. Best friend Mikey (Peter Falk) is trying to save him despite Nicky's instability. Hired killer Kinney (Ned Beatty) is after him.

The best scenes are the black bar and the bus. They're enclosed locations where an unstable Cassavetes could go off with unknowable consequences. Those scenes are dripping with tension and explosive potential. I dislike the best friends splitting up. Their chemistry is great and they are best stuck together. This really only needs those three lead actors with the addition of various side characters. Despite the separation, it does lead to a great ending. The ending is almost perfect.

Bookmaker John Cassavetes has stolen money from the mob, and they've sent Ned Beatty to kill him. He calls his childhood friend Peter Falk and they wander downtown Philadelphia in the middle of the night.

Elaine May is supposed to have shot over a million feet of film and spent years editing and looking for the missing sound track. That sounds about right to me. The two leads sound like they're improvising their dialogue, and it's the talk of two not particularly interesting people. Cassavetes is a creep, and Falk seems to be a rather dull individual. Some flavor is added by actually shooting on the streets of downtown Philly, but not much.

Antsy small-time bookie Nicky (superbly played with jolting intensity by John Cassavetes) hides out in a hotel after he steals money from a local mobster. Nicky calls on his old chum Mikey (Peter Falk in peak amiable form) to bail him out of the jam he's now in.

Writer/director Elaine May relates the simple, yet still absorbing story at a deliberate pace, offers a vivid and compelling evocation of a really sad and sordid criminal underworld, grounds the premise in a plausibly drab workaday reality, and presents a fiercely incisive and affecting exploration on male friendship, with a specific emphasis on the themes of trust, loyalty, and betrayal. Moreover, May manages to see the poignant wounded humanity in the two deeply flawed main characters, who alternate between being sympathetic and repellent throughout.

Falk and Cassavetes both do sterling work in their roles, with Cassavetes in particular astutely nailing the paranoid desperation of a frightened man who's doomed and knows it. In addition, there are fine supporting contributions from Ned Beatty as rather bumbling businesslike hitman Kinney, Rose Arrick as Mikey's concerned wife Annie, Carol Grace as meek doormat Nellie, William Hickey and Sanford Meisner as a couple of weary mob capos, Joyce Van Patten as Nicky's fed-up estranged wife Jan, M. Emmet Walsh as a huffy bus driver, and Peter R. Scoppa as an anal diner counterman. Victor J. Kemper's stark cinematography further adds to the overall gritty reality. The occasional outbursts of sudden violence pack a startling punch. The downbeat ending is likewise positively devastating. Not an easy film to watch at times, but an impossible one to forget.