Stockton, California becomes the largest city in American history to file for bankruptcy, and this film traces how it got there. In the late 1990s a new mayor and city manager set out to remake a struggling city with a downtown arena and a waterfront development, financing the plan with $47 million in municipal bonds approved by the city council over a single dissenting vote. Housing tax revenue was booming at the time, but when the national economy turned, property values collapsed, homeowners stopped paying mortgages, and the city could no longer cover its bond payments. The film adds a second pressure point: expanded pension promises made to police, dispatchers, and other civil servants after 9/11, commitments the city could not keep once the money ran out. Creditors end up repossessing city buildings, including City Hall, and blocking further pension cuts. Former dispatchers and retired officers describe the salary and benefit losses directly, putting faces on a bankruptcy usually discussed only in numbers.