The film starts with a bearded, long-haired, laid-back Jeff Talley (Bruce Willis) as a negotiator for the LAPD. A man has threatened to kill his wife and is very unstable. A sniper tells Talley that he has a clear shot of the suspect, but Talley doesn't want anyone to die. Talley tries to calm the suspect down, but it is rapidly becoming useless. The man's boy leaves his bedroom and sees what's going on. The boy speaks to Talley on the phone and asks if he's going to save them. The suspect hits his son away. Talley is nervous that the suspect won't pick up the phone. He goes ahead and tries to bring the suspect to the window (so that the snipers can take him out). Talley is on his knees on the front porch, demanding that the suspect pick up the phone or shoot him. The suspect throws the phone out of the window, and we hear three gun shots. Talley runs inside to find that the suspect shot himself, his wife, and his little boy. Talley tries to help the boy, but he dies in his hands.
A year later...Talley (bald with no facial hair) is now living in Ventura County. He doesn't want to be responsible for another hostage situation, so that's probably why he moved to this low-crime place. His daughter Amanda (Rumer Willis) and wife Jane (Serena Scott Thomas) have a strained relationship. Talley tries to talk to both of them separately, but he's not lucky with quelling their fighting. Talley leaves for work. This is where we are introduced to three young people in an old red truck: Dennis (Jonathan Tucker), his brother Kevin (Marshall Allman), and their friend Mars (Ben Foster).
The three are smoking pot and, while stopped at an intersection, Dennis throws out Kevin's CD (because he thinks it's crap). Kevin gets nervous, because Talley is right behind in his police car. Kevin thinks they're going to get a ticket for littering, but when the light turns green they drive off nice and calmly. Talley goes a different route to work. We are also introduced to Walter Smith (Kevin Pollack), his teenage daughter Jennifer (Michelle Horn), and his young son Tommy (Jimmy Bennett). Jennifer wants to go out that night, Tommy wants take-out food, and Smith wants to know if they both did their homework. Walter calls a food place and orders take-out.
Talley arrives at work and gives some lip to an officer who is wearing flashy tennis-shoes to work. Talley then decides to call today "Low-crime Monday". Meanwhile, Dennis and the boys are at a small shopping center, smoking pot. Kevin wants to go to the movies, but Dennis tells him to go inside a store and buy something. Kevin opens the glove-box and finds a wad of money with a pistol. He asks his brother about the gun, but it's clear that Dennis doesn't want Kevin to know too much. That's when the Smith's pull up into the same small shopping center in their flashy Escalade. Jennifer gets out and goes to collect the food that they ordered. As she's walking back to the car, Dennis makes the gesture to her for a blow-job. She counters by giving him the middle finger. Dennis is not happy. He decides to follow the Smiths and steal their nice car.
The Smiths live on top of a mountain in a luxurious house. Walter opens the gates to the house via remote-control. The house has everything: a pool, an aquarium for their pet fish, a big DVD collection, and an elaborate security system. The Smiths are of course oblivious to the fact that they are being followed by the red truck. Tommy interrupts Walter during a phone call, but Walter sends him away to collect his homework so that he can check it. Walter's on the phone with someone unknown, and he's burning encrypted files onto a CD, which he places in the DVD case of "Heaven Can Wait". He arranges a meeting with whoever is on the phone for later that night. Jennifer comes out and gets in trouble for wearing clothing that Walter thinks "attracts older men". While they're arguing, they don't see Dennis and Mars climb over the gate (Dennis ordered Kevin to stay in the car).
Dennis and Mars sneak into the garage and check out their expensive cars. Mars finds the door to the rest of the house. They sneak in, and Dennis grabs Jennifer. Tommy, who was in the kitchen, sees Mars and hides from him and sets off a silent alarm But Mars sneaks up on him and grabs the screaming Tommy, unaware of the alarm. Walter, hearing the scream, wants to know what's going on, but he's held at gun-point by Dennis (who's still holding on to Jennifer). Dennis demands the car keys, but Walter says that they are in his office. Mars sees someone's shadow in the house, so he knocks Tommy down and lifts up his shirt to grab his gun (he has two pistols in his belt). He investigates the shadow, but it turns out to be Kevin. He doesn't like what his brother is doing, and Dennis doesn't like that Kevin is there in the house. A police woman shows up responding to the silent alarm. Everyone goes into Walter's office, except for Mars, who goes downstairs and waits behind the gate with his gun.
Walter, speaking via intercom, says that everything's fine and that the alarm was accidentally activated. The police woman buys it, but still wants to talk to him in person. She says that the red truck outside is suspicious, especially since it's stolen. Mars suddenly moves from the gate and shoots her in the chest. Stunned, the police woman turns away (to walk away) but she is again shot by Mars in the back. She drops. Dennis is freaking out about what Mars just did, and so is Kevin. Walter tells the brothers that they can still get out of it, since Mars is the gunner, and he tells them that the situation is spinning out of control. Dennis, pissed off, hits Walter a couple of times in the head and he falls knocked out.
The police woman, who's still alive, calls for back-up and another officer arrives, but Mars open fires on the cop's car coming up the road to the house. Talley also arrives to the house, and Mars shoots the windshield, which causes him to lose control of the car. Talley places a bullet-proof vest over his window and speaks over a speaker that he is coming to get the wounded officer. He tells Mars to not fire on him, but he does anyways. Talley drives to where the police woman crawled to, gets her in, and speeds off down the road to where the other officer is. He looks down at the bloody woman and sees that she is dead.
Later that night, the cops surround the house and have a helicopter flying overhead. The cops identified the stolen truck and see that the stolen vehicle belongs to a woman who's son (Dennis) has a bad juvenile record. Talley calls the Smith house and talks to Dennis, letting him know that he knows who he is. Dennis says that he is in charge and demands a helicopter to come and fly everyone away from the house. Talley says that he can't do it, and Dennis hangs up. Also, by this time, Dennis and the boys find Walter's safe, and a few bundles of $100 bills. Dennis is happy, and they find a black box in the safe too, but they can't open it (it requires a certain combination). They do find two bags in the safe, and when they open it, they find that the bags are full of money. There must be millions in there. Mars also finds a room that can look into a bathroom through the mirror.
Mars ties up Jennifer and Tommy together in Jennifer's room. He offers them both pot, but they decline. Mars puffs away and leaves them. When he catches up with Dennis and Kevin, they turn on the TV to see that their situation is on the news. They also find out about the Smith's security system. They can see into every room and outside through video cameras. Mars hits a button that says "Secure All", and big metal bars cover the windows and all possible entrances / exits are blocked off. This could work to their benefit, especially since the police will probably try to get into the house.
Meanwhile, upstairs in Jennifer's room, Tommy wants them to fall off of the bed and try to get free. Jennifer says that they can't, but Tommy says that they can break her bong and use it to cut with. Even though Jennifer's mad that he's been sneaking into her room, she allows them to fall to the floor. However, the thud is loud and the guys downstairs hear it. Tommy breaks her bong and tries to get free, but Dennis kicks the door in and catches them. He orders Kevin to untie them and separate them. Kevin does so, and he re-ties Tommy in his bedroom and places Jennifer next to the pool. However, Tommy held tightly to the piece of glass that he was cutting with in his hand, and once it's clear, Tommy frees himself (he now has a cut on his hand). He turns on the TV and sees the security channel (so he sees the house through all of the cameras). He sees that Jennifer is now next to the pool, and when he switches the channel to the news, Jeff Talley is being interviewed by the police. Tommy makes note of his name. Tommy, apparently, likes to play around the house via crawl spaces and air vents in the house. He goes through a secret passage from his closet to his sister's room, and finds that she isn't there. Clever Tommy goes to her purse, grabs her cell phone, and goes back to his own closet.
Back outside, Talley doesn't want to deal with another hostage situation, so he gives up command to the situation and leaves, telling the cops to call him if they need anything. Another hostage negotiator, Wil Bechler (Robert Knepper), shows up and resumes talking to Dennis. Also, whoever was supposed to meet up with Walter that night shows up in their car, and upon seeing the police everywhere, they try to call Walter's cell phone but it's no use (he's knocked out). The man hangs up (he's also wearing a specific watch) and calls another man who's gray-haired, and they talk about how bad this situation has become. The Watchman tells the other man that he'll take care of it.
Talley goes out to a diner and has dinner. He then plans on seeing his wife and kid. As he's walking outside, it's raining, and when he finally gets to his car he is held at gunpoint by someone hiding in the back seat. The gunman just says "drive". Talley continues to drive until they arrive in an alley (they park right into a gate). A van pulls up to Talley's car in reverse, and several masked men come out of the van. One of them is the Watchman (Kim Coates), who sits next to Talley. The man in the back seat takes out Talley's gun. The Watchman orders Talley to put his hands up and touch the ceiling. While he does this, he fastens his seatbelt and takes his handcuffs. He handcuffs Talley to the steering wheel and orders him to look in the rear view mirror. The van's rear doors open. Talley sees his wife and daughter, bound and gagged, and held at gunpoint.
Talley understandably freaks out but the gunman in the back seat holds him firmly down. The doors to the van slam shut, and the Watchman tells Talley what's up: he wants something from the Smith house, something that is very important to him. If Talley doesn't get it for him, then they will kill his family. He specifically orders for no one to enter or leave the Smith house. Talley says that he gave up his command, but the Watchman tells him to resume command and "bring it home". He leaves the handcuff keys in Talley's hand, and tells him to uncuff himself once they leave in the van. He also leaves a white phone with him to contact him with further instructions. They leave, and Talley gets free. He immediately rushes home.
At his house, he sees that everything is messed up (furniture is turned over, clothes are everywhere), and he sees that the masked men even killed his dog. Talley grabs his S.W.A.T. bag and decides to head back to the Smith house. However, he gets a call from the receptionist at the police station, saying that Tommy Smith is on the phone and is asking specifically for Talley. He accepts the call and talks to Tommy, who talks rather fast and loud. Talley tells him to talk quietly and stay safe. He asks him where he is, and Tommy says that he is in his secret space. Tommy asks him if he's going to save them (just like the killed boy in the beginning). Talley, with tears running down his face, sternly says "yes". Tommy also tells him that he can see everything from his room (security system) and tells him where everyone is in the house. He also mentions that there are "army men" outside of the house. Talley rushes over there.
On the way over, he calls Laura Shoemaker (Tina Lifford), who's currently in charge of the Smith situation, and tells her that the kids inside can see everything outside. He then calls the receptionist back and asks for Walter's cell phone number. It continually rings but no one answers. Dennis hears it, and goes to Walter's body to retrieve it. Kevin, who was watching Walter, says the phone keeps ringing. Dennis answers it and talks to Talley. Dennis wants to hang up, but Talley says that he's going to save their lives. Dennis listens. He tells Dennis to look at the security channel and look outside. Dennis and Kevin do, and they see the army men but most importantly, they see the army men shoot out the cameras. Talley says that once they shoot out the cameras, they're going to aim for Dennis and Kevin, so they immediately hit the floor. Talley just saved their lives.
When he arrives at the Smith house, he gets pissed at Shoemaker for ruining the chance for doing something better with the information he provided her. He tells her that he's reassuming command, but she won't stand down. Bechler comes up and says that Dennis doesn't want to talk to him anymore, and that if he can't talk to Talley soon then he'll start to kill the hostages. This grants Talley full command again. He talks to Dennis and wants to talk to Walter. Dennis obviously can't allow this, and says that he's hit people harder but they never fell down like how Walter did. They eventually agree to releasing Walter. Talley and two other men strip down to their underwear and drive an ambulance up to the gate (Talley and another guy are in the back). At the gate, Talley sees shadows running, but hardly anything else. The gates open and he sees Walter's body. Him and the other guy get out of the ambulance and try to get Walter onto the stretcher. Talley begins to count "1...2..." and another voice finishes "3". It's Mars, who's hiding in the shadows with his gun. He cocks his gun and says "bang". He allows them to leave alive. Talley and his guy put Walter on the ambulance, and they all drive off.
Talley orders for the driver to stop, and he does. He then orders the other guy to bring Walter back awake. The other guy refuses, saying that he needs a hospital. The shot that Talley wants to give Walter can possibly kill him. While they're arguing, the Watchman calls Talley and is not happy that Walter left the house. He tells Talley that he'll kill his wife first, letting his daughter watch, then he'll kill her. Talley begs him not to, and says that he'll get what he wants. The Watchman doesn't kill his family, but he tells them that he wants a DVD from Walter's collection. The DVD is "Heaven Can Wait". Talley sends a guy over to the hospital to protect Walter. The cop at the hospital receives a call from someone downstairs that they want to see Walter. The cop tells them that Walter is dead, and the caller hangs up.
Walter, however, isn't dead and is still in the ambulance (which is parked in the woods). Also, during this time, Kevin argues with Dennis about Mars. Kevin says that Mars is the only one who killed someone, and that they can get out of there with a possible reduced sentence. Dennis won't give Mars up. Kevin gets mad and says that they've only known Mars for three weeks, and he's killed a cop. Kevin then makes Dennis decide: either him or Mars. Dennis chooses the money and leaves Kevin in the living room, where Mars lets Kevin know that he heard everything from the second floor. Mars also lets him know that they can escape if they set fire to the house (the smoke will cover their escape from the helicopters).
Shoemaker (at the command post) says that they can take out the suspects if they get them all in one room. Also, somewhere during this, Talley calls Tommy on his sister's cell phone and wants him to do a brave thing but only if he can do it safely. He wants Tommy to get the DVD "Heaven Can Wait". Tommy says that it's in his dad's office, but he's not allowed to go there. Talley asks him what video games does he like. Talley recognizes one and says that the main character wouldn't have ever said "it's too hard" or "I can't go in there". Tommy makes a connection that he's the main character in the game, Talley is the character who rescues him, and his house is the planet that they are trying to save. Tommy agrees to get the DVD.
Back in the ambulance, Talley calls Dennis and tells him that Walter is dead. Dennis can't believe it, but he accepts it eventually. He wants to talk to Dennis alone and at the gate. Dennis agrees. Talley walks up to the gate alone, and Dennis walks up to the gate alone. They both stand with their backs up to the gate, and they talk. Talley says that he saved their lives and they know it. He demands some money for himself so that he can buy a nice house. Dennis won't give up the money, but eventually gives in and offers Talley two million dollars (it's half of what's in the safe) for a helicopter ride with Kevin and Mars out of the house. Talley accepts and says that they'll make the exchange in half-an-hour. Meanwhile, Mars is scaring/tormenting Jennifer with his creepy behavior. He rests his head on her breast and says that she's his girl.
Half-an-hour later, the helicopter lands in front of the gate. Mars unties Jennifer and tells her that she's coming with him. She refuses, but Mars grabs her throat and says "you're my girl, and my girl goes with me". Mars, Jennifer, Kevin (who's holding the money), and Dennis come outside to get on the helicopter. Talley sees the girl and says that it's not what they agreed on. Mars refuses to let her go, and Talley says that he thought Dennis is in charge. Dennis says that he is, and orders Mars to leave Jennifer, but he still refuses. Talley says that the chopper can only hold three. Kevin wants to leave with the hostages, but Dennis won't let him. They wind up going back inside the house, and Talley walks out of the gate and orders everyone to stand down (they're not going to attack now).
When Talley walks back to the command center, Shoemaker says that the situation has gone over his head. Talley lunges for her, but is held back but other cops. That's when an FBI truck pulls into the command center. They are asking for Talley and him only. Apparently, Walter is in the witness protection program and they need to talk to Talley. He gets into their truck and talks to one of the FBI guys. They're really not the FBI - they're the guys who kidnapped his family. The guy shows Talley a photograph of his wife and daughter crying and gagged to motivate him. Talley's phone rings, but since he has two he's figuring out which one is calling him. The "FBI" guy says that it's the white cell phone, and he talks to the Watchman again via phone. The Watchman tells Talley that all he has to do is stand down now, and let his men go inside the house and collect the DVD. When they get their DVD, Talley will get his family back. He also orders Talley not to go closer to the house or he'll be killed. The masked men plan on entering the house alone.
Talley goes back to the command post and learns more about Mars. He watches a video of him shooting a clerk at a small store, then staying around to watch him die. Ta lley realizes that he's talking to the wrong person (Mars really is in charge of the situation). Tommy, in the house, goes into the room with the safe in it and opens the black box that Dennis couldn't open earlier. There's a gun in the box, and Tommy takes it and manages to get the DVD for Talley but there's a problem: there's two different cases of "Heaven Can Wait". He takes both of them and tries to get out through his secret space, but the grate fell and now he's stuck in his father's office. He sneaks out and tries to get back to his room, but Kevin (who's talking to Dennis) spots him. Kevin, however, doesn't alert Dennis and continues to talk to his brother. He gets Dennis so upset that Dennis punches him in the face. While he's on the floor, Dennis takes off his belt to hit him with it, but he just leaves the room frustrated. Mars upstairs has tied Jennifer down into her bed in the form of an X (he's obviously going to try something sexual with her). He leaves a knife in the bedpost at her feet and leaves the room.
Kevin washes his face, while Dennis tries to apologize about hitting him. He tries to comfort him by saying that they'll be rich and happy, just the two of them like it was before Mars came along. Kevin leaves his brother in the bathroom. He goes to Jennifer's room and sees that Tommy is freeing Jennifer with the knife that Mars left. Kevin allows this and closes the door to find Mars staring right at him. Kevin says that he's going to leave the house with the hostages. Mars says ok. As Kevin is walking away, Mars throws him off of the second floor and causes him to land hard on his head. Dennis hears it and rushes to the living room to find his brother bleeding and dying. He can't talk. Dennis cries over him, thinking that the cops shot him. He tells Mars to do something and Mars says "I am doing something". Dennis looks up to see Mars shooting him in the chest, killing him instantly. Kevin looks up to his older brother's corpse, looking down at him, and he too dies. Mars leaves the bodies of his friends downstairs and goes into the garage, where he takes out the gasoline from the cars and places them in empty bottles. He's making molotov cocktails, and he's going to burn the house down. Meanwhile, Talley, who heard the gunshot, rushes up to the house.
Tommy tries to untie his sister, but he's having trouble with the rope. Mars comes into the room. Tommy gives the knife to his sister, and points his gun at Mars. Mars, by this time, wants to die and urges Tommy to pull the trigger (so does Jennifer). Tommy does, but nothing happens. Mars snatches the gun out of his hand and takes the safety off. He walks over to Jennifer, but she already cut the rope holding her down, and Jennifer rams the knife into Mars' mouth. She and her brother run out of the room. Mars pulls the knife out of his mouth and chases the siblings through the air vents. He manages to grab Jennifer's foot, but she kicks him a couple of times in the face and gets free. She and Tommy get out of the air vent and get into the room that can see into the bathroom next door. Jennifer sees Mars in the bathroom, blood running down his face, and is convinced that he can't see them. Mars, however, already knew about this room and smashes the glass, uncovering another layer of glass. Mars looks directly at Jennifer and tries to shoot her, but the glass is bullet-proof. Mars sticks his finger inside his mouth and writes out a message in blood: burn it. He walks away.
The "FBI" guys cause the windows to Tommy's room, Walter's office, and another room to explode. They enter and begin to look for the DVD. The two guys in Tommy's room look in the closet, but don't find anything. They notice that they stepped on glass though, and Mars (who's in Tommy's crawl space), drops a lighter and sets the two guys on fire. Talley finally runs up to the house and shoots a door's knob off. He kicks in the door to find that the house is on fire.
Talley, with his shotgun, manages to find Jennifer and Tommy. He tells them that they are still in danger and that they need to get out of there immediately. Tommy also gives Talley the two DVDs. Mars, in the air vent, shoots a masked guy in the head and sets another one on fire. However, the now on fire masked guy managed to shoot Mars with his machine gun through the air vent. Talley places blankets over Jennifer and Tommy and leads them through the house. When they get to the living room, the last masked man orders Talley to give him the DVD. When Talley refuses, he shoots him in the belly. Talley drops to the floor, and he gives up the DVDs. The masked man puts them in his jacket and is just about to shoot Jennifer and Tommy when Mars comes out of nowhere and throws a molotov cocktail at the masked man. He shoots the bottle, and it explodes in his face, causing him to be on fire. Talley empties his gun into the masked man's body. Mars, who's still alive, walks through the hallway with two more molotov cocktails, setting the house on fire.
He walks into the living room, and sets fire to the money and the dead bodies of his accomplices. He looks into Jennifer's eyes, and is about to throw the last one at her, but he's dying from his gunshot wounds that he received from a masked man. He lets the bottle slip out of his hand and drop onto the floor right next to him, setting himself on fire. Mars dies. Talley, Jennifer, and Tommy leave the house.
It's not over for Talley, though, because his family is still in danger. He calls the Watchman and tells him that Walter is still alive. He arranges for them to trade Walter for his family somewhere. He drives the ambulance that has the now-awake Walter and lets him see that his family is safe. He then shows Walter the picture of Talley's family being held captive. They drive off to an out-of-the-way tavern, where the remaining masked men (including the Watchman) are keeping Talley's family. Talley holds Walter at gunpoint and sees that his family is okay. The Watchman orders Talley to give up Walter and then they'll all leave Talley there to untie his family. He urges Talley to accept, especially since Talley is still bleeding from being shot in the Smith house. After much hesitation, he gives up Walter, who calls Talley an idiot. Walter then urges the Watchman to kill Talley, but it turns out that he's faking it. Walter shoots the Watchman in the head, and Talley shoots/kills the rest of the masked men. He then walks over to the Watchman and unloads the rest of his bullets into his face. He unties his family and they hug. Walter, Talley, and his family drive off in the ambulance.
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