Ryan Phillippe and his buddy, Benicio Del Toro are two people who have left the path that most people follow through life. They can't stand the restraints that society places upon them, but like all people, they need money.

One way they get money is to donate sperm. While waiting at the sperm bank they overhear a telephone conversation in which a person mentions that a young lady is being paid 1 million dollars to have a baby for a couple. They also hear the name of the doctor. They decide to kidnap the woman.'

Outside the doctor's office they are waiting as the girl pulls up in a limo with two bodyguards. In a 2nd car are two more bodyguards. The doctor sees the girl, (Juliette Lewis) and as she is leaving, the bodyguards ride down the elevator with her. When they get off, they notice Benicio approaching them. The two bodyguards step in front of the Juliette and start walking towards Benicio. As they get a short distance from the her, Ryan steps from behind a post and puts a gun to her head. It is essentially a stand off and so Ryan and his buddy slowly walk away, leaving Juliette. The bodyguards put her on the elevator and follow Ryan and his Benicio.

There is a tremendous amount of shooting and instead of riding up the elevator, Juliette gets back off. She tries to sneak out the building but is again caught by Ryan and Benicio. Two of the four bodyguards are dead and after a long chase, Ryan and his Benicio get away with the a very pregnant Juliette.

It turns out that the millionaire and his wife who had hired Juliet Lewis to have the baby, work for some sort of Mafia type. (We never see whom they work for.) The million dollars is not his. He has borrowed it from his employers without them knowing it.

James Caan is the bagman working for the millionaire. He meets with the millionaire and the two surviving bodyguard and they discuss how to solve the problem. During the meeting, Ryan calls and demands 15 million dollars in ransom which the millionaire agrees to pay. The doctor is to be the go-between with the money. It also turns out that the doctor is son of the millionaire who hired Juliette.

One of the bodyguards, Taye Diggs, is having an affair with the millionaire's wife. He and the other bodyguard decide that in the exchange of money, they will kill everyone and keep the money themselves.

The drop is to take place in Mexico. The two bodyguards and the doctor go in one car. James Caan goes in a truck with the 15 million dollars.

While they are heading to Mexico, Ryan, Benicio and Juliet Lewis are in a small hotel room. Juliette is left a lone for a short time accidentally. She gets a shotgun and threatens to shoot them. She calls the police. Ryan and Benicio escape when they hear the police. Juliette walks out unharmed.

The police show up. Shortly thereafter, the doctor and bodyguards show up. The police have their guns drawn on the bodyguards when all of a sudden, shots are fired from a different location. Ryan and Benicio are on a distant hill, shooting. Two policemen are killed and one of the bodyguards is wounded. Taye Diggs, the doctor and Juliette all travel south, away from the border to an unknown location.

Ryan and Benicio, take the wounded bodyguard and torture him until he tells where they've taken Juliette Lewis. James Can also had a man there who was wounded but still follows the bodyguard, doctor and Juliette.

The place is a large hotel/brothel and Juliette is confined to one of the rooms. Her pregnancy is extremely difficult and her doctor performs a cesarean. While this is going on, Ryan and Benicio enter the Brothel and try to get Juliette. They finally get into her room, and see the cesarean taking place along with the bodyguard.

It looks like all is lost except, right in the middle of his work, the doctor pulls a gun out of his bag and shoots and kills Taye Diggs in the throat.

It turns out the artificial insemination failed. The baby is the doctors child. That makes the baby the grandson of the millionaire.

Meanwhile, James Caan shows up with five other men. A huge gunfight breaks out and all the men are killed by Ryan and Benicio except for Caan. Benicio has been wounded several times and Caan cripples him by shooting him in the leg. James Caan faces Ryan, and shoots him 3 or 4 times in the knees. Both Ryan and Benicio are now lying in the dust out front of the Brothel.

Caan places a phone call and an ambulance shows up. The ambulance picks up Juliette with her new baby, her doctor, the 15 million and James Caan drives off and leaves Ryan and Benicio to die.

The last scene we see the millionaire and his wife holding the new baby. She turns to her husband and says, "I'm pregnant."

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Ryan Phillippe and
Benicio Del Toro:
Their million dollar plan fails as they get left for dead by hit-man, James Caan.
A very pregnant Juliette Lewis. A first for her... the only sane one in the film.