The Grifters is a 1990 neo-noir film directed by Stephen Frears and produced by Martin Scorsese. It stars John Cusack, Anjelica Huston and Annette Bening and is based upon The Grifters, a pulp novel by Jim Thompson.

Lilly Dillon is a veteran con artist who begins to rethink her life when her son Roy, a small-time grifter, suffers an almost-fatal injury when hit with a thrust from the blunt end of a baseball bat, right after a failed scam.

Lilly works for a bookmaker, Bobo Justus, handling playback at the tracks — that is, betting money to lower the odds of longshots. On her way to La Jolla for the horse races, she stops in Los Angeles to visit Roy, whom she hasn't seen in eight years. She finds him in pain and bleeding internally. When medical assistance finally comes, Lilly confronts the doctor, threatening to have him killed if her son dies.

At the hospital, Lilly meets and takes an instant dislike to Roy's girlfriend, Myra Langtry, who is a few years older than her son. Lilly urges her son to quit the grift, saying he literally doesn't have the stomach for it. Because she leaves late for La Jolla, she misses a race where the winner was paying 70-1. For this mistake, Bobo burns her hand with a cigar.

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Elmer Bernstein (April 4, 1922 – August 18, 2004) was an American composer and conductor best known for his many film scores. In a career which spanned fifty years, he composed music for hundreds of film and television productions. His most popular works include the scores to The Magnificent Seven, The Ten Commandments, The Great Escape, To Kill a Mockingbird, and Ghostbusters.

Bernstein won an Oscar for his score to Thoroughly Modern Millie (1967) and was nominated for fourteen Oscars in total. He also won two Golden Globes and was nominated for two Grammy Awards.

Bernstein was born in New York City, the son of Selma (née Feinstein) and Edward Bernstein. He was not related to the celebrated composer and conductor Leonard Bernstein, but the two men were friends, and even shared a certain physical similarity. Within the world of professional music, they were distinguished from each other by the use of the nicknames Bernstein West (Elmer) and Bernstein East (Leonard).

During his childhood, Bernstein performed professionally as a dancer and an actor, in the latter case playing the part of Caliban in The Tempest on Broadway, and he also won several prizes for his painting. He gravitated toward music at the age of twelve, at which time he was given a scholarship in piano by Henriette Michelson, a Juilliard teacher who guided him throughout his entire career as a pianist. She took him to play some of his improvisations for composer Aaron Copland, who was encouraging and selected Israel Citkowitz as a teacher for the young boy. Bernstein's music has some stylistic similarities to Copland's music, most notably in his western scores, particularly sections of Big Jake, in the Gregory Peck film Amazing Grace and Chuck, and in his spirited score for the 1958 film adaptation of Erskine Caldwell's novel God's Little Acre.