Following a spur-of-the-moment escape from an Oregon prison macho ladies man Joe Blake (Bruce Willis) & sensitive hypochondriac Terry Collins (Billy Bob Thornton) become the best-known thieves in the country Deemed The Sleepover Bandits Joe & Terry add a twist to conventional bank robberies by taking the bank manager hostage the night before the heist & accompanying himher to the bank first thing in the morning With the help of Joe's cousin Harvey J Pollard (Troy Garity) a simple aspiring stuntman The Sleepover Bandits rob their way down to southern California with hopes of making it to Mexico Joe & Terry's partnership & friendship is tested however when they each fall in love with Kate Wheeler (Cate Blanchett) an unhappy unappreciated housewife who deems herself their hostage & ultimately finds herself attracted to both men Directed by Barry Levinson (DINER RAIN MAN WAG THE DOG) this somewhat quirky comedy features fine performances from Willis Thornton & Blanchett & is a nice departure from the average buddy film Levinson's framing of the story through the reports of a true-crime show is particularly interesting