For two best friends Dallas (Scott Caan) and Rusty (Shaun Hatosy) their lives of drinking girls swearing and getting arrested is pushing their friendship to the brink. Without the help of Rustys mother Mary (Kelly Lynch) they would never leave their jail cells. For sanitys sake Mary employs her therapist boyfriend Bob (Jeff Goldblum) to help set Rusty on the right path but not before Dallas enlists him to perform one last caper. With a cast of out there characters including Pot head Peg (Selma Blair) and big time gangster (Heavy D) Dallas 362 sets the bar for an Independent film in post Pulp Fiction Hollywood.