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NOTE: Another great spoiler sent in by Marcus.

The film begins with text, explaining that the FBI has destroyed all of the mafia in the country except for one. The last is headed by Primo Sparazza (Joseph Ruskin), who is now old and dying. Next, we see FBI agents Richard Messner (Ryan Reynolds) and his mentor/friend Donald Carruthers (Ray Liotta) sitting in a van outside of Sparazza’s house on a stake-out. They pass the time with jokes and the like when one of Sparazza’s guys makes a phone call from inside the house. Carruthers orders radio silence from the other agents, and they record the phone call. In it, the mobster talks with someone and will pay one million dollars to anyone who cuts Buddy “Aces” Israel’s (Jeremy Piven) heart out. The other guy makes mention of the Swede, but the FBI agents don’t know who this is. Realizing this is a hit, the agents report to their superior Stanley Locke (Andy Garcia). This is intercut with Jack Dupree (Ben Affleck) explaining who Israel is to his two ex-cop associates, Pistol Pete Deeks (Peter Berg) and Hollis Elmore (Martin Henderson) in a bar.

Israel is a Las Vegas magician who had many mob connections, including Primo Sparazza. Israel wanted to be a mobster, and so he delved into the criminal world with armed robbery and murders carried out by his right-hand man, Sir Ivy (Common). Israel eventually slipped up and got caught, so now the FBI wants him to rat out his mob friends, particularly Sparazza. Locke makes mention that Sparazza had a hand in the killing of an undercover agent named Freeman Heller (Mike Falkow). Heller was going to have plastic surgery done so that he could look like a totally different person for his assignment, but Sparazza somehow found out he was a fed and had him killed (though there hasn’t been any evidence that ties him to the murder).

Locke tells Messner and Carruthers that the price tag for Israel’s heart will bring a lot of killers out of the woodwork, and they must not succeed since Israel is their case against Sparazza. The FBI is also fully aware of Dupree and his crew, and so they must not succeed either. Israel’s manager Morris Mecklen (Curtis Armstrong) is acting as his lawyer and will meet with Locke to work out the details of their arrangement. Meanwhile, killers for hire Georgia Sykes (Alicia Keyes) and Sharice Watters (Taraji P. Henson) get the job from their handler. They will only have less than 18 hours to kill Israel, and the handler gets 10% of the reward. Israel is holed up at the penthouse suite of the Nomad casino and hotel in Lake Tahoe. Since he likes a hooker, that’s how they’ll get in. During this time, Dupree also gives the run-down of the other assassins:

Darwin Tremor (Chris Pine), Jeeves Tremor (Kevin Durand), and Lester Tremor (Maury Sterling) are a bunch of psychotic neo-nazi punks who are never subtle. Dupree makes mention of a hit where the Tremor brothers just walked into a building and killed eight people, while seriously injuring over twenty people. Lester got shot, and so Jeeves had to carry him while he was partially blind because his eyes were bleeding, while he was also dragging the wounded Darwin.

Pasqual Acosta (Nestor Carbonell), aka “S.A. Gerald Diego”. He’s a sadistic torturer who is seen hanging a naked man upside down and using a blow torch on his crotch. Acosta also has a knack for chewing off his own fingertips so that he can’t be identified.

Lazlo Soot (Tommy Flanagan) is a master of disguise, so no one knows what he looks like. We see five men walking down a street, cautious of everyone around them. A black man in a wheelchair shoots them to death from behind, then unloads his machine guns into their bodies while they’re on the ground. He then jumps on the back of a truck and takes off his mask, showing his white scarred face and flipping the bird as he gets away.

Dupree is a bails bondsman, and has been hired to retrieve Israel before the FBI and hitmen get to him. Hollis thinks it’s dangerous and stupid to risk their lives over bringing Israel in over a chump charge, but joins Dupree and Deeks nonetheless. They meet with sleazebag attorney Rip Reed (Jason Bateman), who’s a pervert with herpes and happens to cross-dress as well. He’s the one who gave Dupree the job to find Israel.  Meanwhile, Israel wakes up after a night of partying with hookers strewn all over the floor of his penthouse. Israel throws a card at each hooker, telling them to leave. He then gets after Hugo (Joel Edgerton) because someone came on his expensive jacket. Hugo apologizes, and says that he tried calling Mecklen but he hasn’t returned his calls yet. Dupree, Deeks, and Hollis drive out near a lake to discuss their plan. Dupree got his hands on security outfits, so they will each wear one and get Israel out of the Nomad. Deeks gets after Hollis for not paying much attention when a black car speeds by, blasting metal music. While they still discuss their plan, the car comes back and stops near their car. Dupree, Deeks, and Hollis are pumped full of bullets by the Tremor brothers. Lester gets out of the car and draws a Hitler mustache on his face, then pisses on his car, which causes him to wrestle with Jeeves. Darwin walks over to Dupree’s corpse and plays with his face, acting like he’s talking. He makes Dupree say that he forgives them for killing him and his crew. The Tremors steal their car and outfits.

Beanie (Christopher Michael Holley) orders all the prostitutes in the penthouse to leave. One girl tries to put her heels back on and winds up falling backwards into the glass table. The other hookers then start to fight each other while Beanie takes out his camera phone. Sykes and Watters get into the Nomad, and order a room. They see the hookers in the lobby, and Watters mouths off on how she dislikes hookers. She then goes across the way to another hotel, where she has an anti-tank sniper rifle. Watters and Sykes communicate to each other through radio while Watters watches lustfully as her partner dresses as a hooker. Meanwhile, Messner and Carruthers get something to eat while they review Sparazza’s file, which makes mention that he’s had a lot of facial reconstruction and surgery. It also has details for the murder of Freeman Heller. The agents are waiting for Mecklen and Locke to come to an agreement. Mecklen calls Israel and tells him that the FBI want everyone, including Ivy. Although he refuses at first, Israel agrees but doesn’t notice that Ivy overheard him. Israel drinks, snorts a lot of cocaine, and plays with his cards. Messner and Carruthers therefore are given the go-ahead to protect Israel. Carruthers speeds off to the Nomad, determined to get to Israel before the killers do.

Acosta poses as an FBI agent and walks into the Nomad. He orders a pimple-faced teen to bring him to the head of security. Soot is also in the Nomad, after murdering two security officers. He listens to a tape of them talking, and starts to mimic their voices when Hugo comes down and knocks on the door. Soot opens the door and shoots Hugo in the chest, splattering blood on the wall behind him. He then drags his corpse inside the room and puts his head in a box, pouring latex into an opening. Watters sees the new batch of hookers that Israel ordered standing outside the hotel, and so Sykes waits by the elevator on her floor for the hookers to come up so she can slip in with them. The Tremor brothers also get into the hotel using the outfits they stole from Dupree. Meanwhile, Hollis wakes up in the lake, having been shot and missing three of his fingers. He runs off and winds up in a cabin, where a Ritalin-fueled, one-eyed wigger kid Warren (Zach Cumer) lives with his nurse grandma. They take Hollis in and put him in a bathtub. Warren shows off his karate moves and gets an erection. Needless to say, Hollis is completely freaked out by the kid. Eventually, he finds a gun amongst the grandmother’s possessions and tells her that he’ll borrow it.

Messner is called away to the lake because there are two bodies there. When he shows up, the FBI agents realize that one of the bodies is Dupree and that his car is stolen. They also found a receipt for the uniforms, and then get word that his car was spotted at the Nomad, so Messner starts to make his way to the hotel. Hollis sees a news segment about the Dupree shooting, and that his stolen car was found at the Nomad. Acosta meets with Bill Security Super (Matthew Fox) and asks him about the penthouse floor. There are no cameras on the floor, but security teams are placed at each end of the hallway. Bill says that it’s under construction, but Acosta knows that’s where Aces is. Acosta stabs Bill in the chest with a hidden blade that pops out of his sleeve, and relaxes him as he slowly dies. He then takes his uniform and walks towards an elevator. Carruthers shows up at the same time and asks the pimple-face teen where a security officer is. The teen sees Acosta, thinking he’s a security guard and points Carruthers in his direction. Acosta and Carruthers get into the elevator when the teen recognizes Acosta as the FBI agent from before. It’s too late.

Israel is in his bathroom, snorting coke like there’s no tomorrow. He cries and puts a contact lens in his eye, then takes turns covering his eyes but he still cries. Ivy walks in and talks about loyalty. He asks Israel what Mecklen told him on the phone, but Israel plays dumb. Also during this time, Locke gets a confidential file from the deputy director of the FBI. Once he reads it, he decides not to warn Messner and Carruthers. Soot goes into an elevator, looking just like Hugo, while the Tremor brothers get into another elevator going up. The brothers change in the elevator when the doors open and Sykes tells them that she’s going down. Darwin says “I bet you are” while Jeeves masturbates. The door closes and they continue on their way. Soot goes up to the penthouse and gets through the security. Beanie tells him to help clean up the broken glass, but Soot doesn’t say a word. As Beanie makes fun of him, Soot shoots him in the back with a silenced pistol. Beanie, in shock, turns around to get shot three more times. No one hears the shots. While in the elevator, Carruthers can’t get a signal on his phone when he notices Acosta’s chewed fingertips. He realizes that the guard is Acosta, and starts asking him questions about his job. Carruthers slowly reaches for his gun. Acosta stabs him in the hand and chest with his hidden blade. Carruthers screams in pain then shoots Acosta, who pulls out his gun and shoots him back. The two men unload their guns into each other, causing their elevator to stop. Sykes and Watters hear the gunshots and wonder what the hell is going on.

The rest of the elevators are shut down, so Darwin fires up a flare while his brothers use a generator to get their elevator working again. Messner and other agents arrive at the Nomad and ask the teen where Carruthers is. He says that he went into an elevator with the other agent, but the other agent was wearing a security uniform. Messner tells him that there was no other agent, and gets pissed because the teen didn’t do anything. Back to the bathroom, Ivy makes it clear that he overheard the phone call. Israel flicks a card at his head, cutting him just above the eye and covering his face with blood. Ivy then pulls out his gun and fires wildly, trying to shoot Israel. The security team outside come in and arrest Ivy. They see Beanie’s dead, and think that Ivy’s shots killed him while Soot cowers in a corner as Hugo. The security team takes Ivy away while he yells that Israel’s going to rat them all out. Israel tells Soot that he won’t rat him out, and is left alone in the penthouse with him. Watters get nervous, having seen the shooting in the penthouse. Sykes asks where the hell the hookers are, but they now are starting to enter the hotel. Sykes opens a closed elevator and finds the blood splattered one that has Carruthers and Acosta in it. They are both still alive, though they’re dying. Sykes looks through their clothes for IDs when she notices that they are both FBI agents. Watters tells her that one of them is an impostor.

Messner and the agents wind up on the floor where Sykes is. They see the opened elevator door, and see the bodies inside. Sykes hides next to Acosta, and tells Watters to fire where the laser is. She then deflects a laser pointer out the window to Watters, who then proceeds to blow the agents away. The FBI agents panic and fire out the windows at the other hotel while Sykes tries to shoot them from the elevator. The hookers show up on the floor, and Acosta shoots Sykes in the side. She fires her gun, which bounces out of the elevator and kills a hooker. Carruthers in return shoots Acosta some more. Meanwhile, while the security team is waiting for an elevator to come to the penthouse suite, they see one that has smoke coming from behind the door. Ivy slowly backs away. The door opens, and Darwin runs out while throwing smoke grenades, followed by his brothers. Messner gets to Carruthers and asks him how bad his wounds are. He says “mortal” and Messner drags him out, yelling for a medic. The other agents also drag Acosta out, but the elevator doors close and Sykes gets away. She can’t contact Watters because her radio’s destroyed. Even though she’s wearing Kevlar, she thinks a bullet go through. Watters sees the dead hooker and thinks that it’s Sykes. She goes crazy and open fires again on the agents.

Meanwhile, the Tremor brothers tear the penthouse to hell. Darwin slices guards up with machetes, Jeeves kills a couple of a chainsaw, and Lester shoots some to death with a sawed-off shotgun. A guard on fire is also shot down by Darwin. Ivy grabs a pistol from a dead guard and shoots Lester to death. Jeeves sees this and gets pissed, cutting down a chandelier and making his way to Ivy. He grabs another gun and shoots Jeeves’ knees out, and then shoots him in the arm. This causes Jeeves to fall ass first onto his own chainsaw, which brutally kills him. Darwin gets to Ivy, but Sykes shows up and saves him. Darwin runs back into the elevator and makes his way down. Sykes and Ivy experience love at first sight, and Ivy carries Sykes down the stairs. Israel is so coked-out that he puts a gun in his mouth to kill himself, but collapses on the floor. Soot takes his time in preparing a needle and other instruments to cut his heart out.

Messner runs up the stairs and bumps into Sykes and Ivy. Sykes and Messner hold each other at gunpoint, but she says that she didn’t kill Carruthers and recommends that they just go their separate ways. Messner lets them go and continues up the stairs. The FBI agents make it to the penthouse just in time to stop Soot from sticking Israel with the needle. A doctor shows up along with Locke and takes Israel to a hospital. Messner wants to know what the hell is going on, but Locke won’t tell him. While being held by an FBI agent, Soot decides to make his move and grabs a gun. He kills an agent and runs into another room. When the agents follow, they find a scared butler who tells them that the gunman ran through the bathroom. The scared butler is actually Soot, who walks off while leaving his Hugo mask underneath a bed. Downstairs, Soot poses as a security guard and walks out the front door. Darwin changed back into a shirt and jacket, and since he found an FBI badge in the elevator, he hysterically waves the badge around and walks off to the parking garage. Acosta is carried out in a stretcher, still alive, and still having his hidden weapon with him. Messner comes down with Carruthers’ corpse. Ivy and Sykes make it outside as well.

Watters looks through her scope and sees Ivy carrying Sykes out. Just as she realizes that Sykes is alive, FBI agents find the room where Watters is and hold her at gunpoint. We hear several gunshots, and it’s assumed that Watters is killed off-screen. When Darwin makes it to the roof of the parking garage, Hollis is waiting for him. He tells him that he shot him, and murdered his friends. Darwin says that he’s sorry, and apologizes about the fingers. He gives his car keys to Hollis, and thinks they’re even. Darwin walks off and Hollis unloads his gun into his back, killing him. Messner makes it to the hospital, but Locke still refuses to tell him what’s happening. Messner holds a gun to Locke’s back and orders him to explain. They walk into another room, where Israel is in a bed right next to Primo Sparazza. Locke then talks about the confidential file he got from the head of the FBI:

The FBI thought that undercover agent Freeman Heller went rogue and switched sides for the mob. So the FBI sent an agent to kill Heller. He shot him in the back and in the face, but Heller didn’t die. He underwent plastic surgery to change his appearance and assumed the identity of Primo Sparazza, thus really going rogue after the FBI tried to kill him. As Sparazza, Heller impregnated a woman who worked in Vegas. Heller’s son is Buddy Aces Israel. Sparazza/Heller is dying, and he needs a heart transplant. He decided to have his own son’s heart for the transplant. The Swede that was mentioned at the beginning is actually the best heart transplant doctor, of whom Sparazza/Heller hired (and is the doctor who showed up at the penthouse). The only hitman originally hired for the job was Lazlo Soot, who was under orders to kill Israel’s entourage and wait for the Swede to show up. Since Sparazza/Heller has over sixty years worth of knowledge on the mafia and is the head of the last remaining one, the FBI thought his information was much more valuable than Israel’s, so they are allowing Israel to die.

Locke truthfully doesn’t know if Sparazza/Heller would talk, but it doesn’t matter. Messner is furious that many agents (including Carruthers) have died so that the FBI can keep a mobster alive. Locke threatens to fire Messner, but he cools down. While the Swede and the other doctors prepare for surgery, Messner walks into the room that has Israel and Sparazza/Heller. He locks the door behind him, and sits down in the chair between them. Having been betrayed by the FBI, a disillusioned Messner pulls the cords from the machines that are keeping both Israel and Sparazza/Heller alive. They both die. Locke and several agents try to break into the room. Locke is furious, but Messner smiles and empties all the bullets in his gun. He places his gun, ammo, and badge on the floor.

The film ends with Messner waiting for the FBI agents to break into the room.

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