The film begins with text, explaining that the FBI has destroyed all of the mafia families in the country, save for one; the last is headed by Primo Sparazza (Joseph Ruskin), who is now old and dying. FBI agents Richard Messner (Ryan Reynolds) and his mentor and friend Donald Carruthers (Ray Liotta) are sitting in a van outside of Sparazza’s house performing surveillance when they intercept and record a phone call.
The conversation alerts the agents to the fact that with a one million dollar bounty on his head, a hit has been put out on Buddy “Aces” Israel (Jeremy Piven) who is a former member of the mafia (now hiding out in a Tahoe casino). Israel is a key witness to shutting down the large mafia operation, and as such, the agents are ordered by FBI Deputy Director Stanley Locke (Andy Garcia) to get to the casino before anyone else to retrieve Israel.
Cutting then between several other characters, the story about Buddy Israel's rise and downfall within the mafia world is told and the identities of those willing to take a shot at the million dollar prize are revealed. Amongst them are: Las Vegas bail bondsman Jack Dupree (Ben Affleck); his two ex-cop associates "Pistol" Pete Deeks (Peter Berg) and Hollis Elmore (Martin Henderson), who have been hired by Rip Reed (Jason Bateman); killers for hire Georgia Sykes (Alicia Keys) and Sharice Watters (Taraji P. Henson); Darwin (Chris Pine), Jeeves (Kevin Durand), and Lester Tremor (Maury Sterling), a trio of psychotic neo-Nazi brothers known for their lack of subtlety; Pasqual Acosta (Nestor Carbonell), (aka The Plague), a sadistic torturer who once chewed off his own fingertips so that he couldn’t be identified; and Lazlo Soot (Tommy Flanagan), a dangerous master of disguise.
As the cast of colorful and deadly characters descends on the casino, we find Israel in the hotel's prostitute-infested penthouse along with his gang of bodyguards, including his right-hand man Sir Ivy (Common), Hugo and Beanie.
Around the same time, bail bondsman Dupree and his associates drive out towards the lake to discuss their plan of going undercover as casino workers to nab Israel. While discussing the minor details of the plan, a car blaring heavy metal music passes by, and then backs up. As the men turn around to look at the car, they are ruthlessly gunned down by the Tremor brothers, who consequently steal the casino outfits for their own use.
Sykes and Watters arrive at the casino and book a room at the front desk. While Sykes stays in the room, Watters goes across the street to another hotel, where she sets up a Barrett M82 .50 caliber sniper rifle. The female contract killers communicate to each other through radios, and Watters watches lustfully as her partner dresses the part of a prostitute to get herself into Israel's penthouse.
Meanwhile, Messner and Carruthers review Sparazza’s file, which reveals that he has had a lot of facial reconstruction and surgery. The agents are waiting for Mecklen (Curtis Armstrong), Israel's attorney, and the FBI to come to an agreement. Mecklen calls Israel and tells him that the FBI want everyone (including Ivy) or else they will revoke their deal of putting Israel in the Witness Protection Program. Although he refuses at first, Israel has no choice but to agree. He does not notice that Ivy has overheard the entire conversation.
Back at the casino, the demented Acosta poses as an FBI agent and asks to speak with the head of security. Soot, also in the casino, kills Hugo and begins making a latex cast of his face.
Watters, watching everything from her sniper rifle, notices the new group of prostitutes that Israel has ordered standing outside the hotel. She relays this to Sykes who waits by the elevator on her floor for the women to come up so she can slip in with them. The Tremor brothers have also gained entrance into the hotel using the outfits they stole from Dupree.
Away from the casino, Hollis, surviving the attack by the Tremor brothers, wakes up in the lake. Severely injured, he makes his way to a cabin where a disturbed Ritalin-fueled boy lives with his grandmother. They take Hollis in and dress his wounds, although their unnatural behavior bewilders him. Eventually, he finds a gun amongst the grandmother’s possessions and tells her that he's going to borrow it.
Messner is called away from the casino to the lake where the bodies of Jack and Pete have been found, and learn that their rented casino uniforms have been stolen. Messner, realizing that a hitman now has the disguises, starts to make his way to the hotel.
Acosta, back at the casino, meets with Bill (Matthew Fox), the security chief, and asks him about the penthouse floor. Although there are no cameras on the floor, security teams are placed at each end of the hallway. Bill claims that it is under construction, but Acosta knows that the penthouse is where Israel is hiding. Acosta murders Bill, takes his uniform, and walks toward an elevator. Carruthers shows up at the same time, and asks the front desk clerk where a security officer is. The clerk sees Acosta, mistakenly thinks that Acosta is a security guard, and points Carruthers in his direction. Acosta and Carruthers get into the elevator and begin to head up to the penthouse together.
In the penthouse itself, Ivy confronts Israel about the telephone conversation he has just overheard, and Israel confesses that he had to sell everyone out. Soot enters the penthouse disguised as Hugo, whom he killed earlier. Soot kills Beanie in the room with a silenced pistol, unaware of the presence of Ivy and Israel in the next room.
While in the elevator, Carruthers cannot get a signal on his cellular phone and notices that the casino guard with him has chewed fingertips. He realizes that the guard is Acosta in disguise, and starts questioning him. Suddenly and simultaneously, Acosta and Carruthers pull their weapons and have a shootout in the elevator, unloading their guns into each other. Sykes and Watters hear the gunshots over their radios and grow increasingly anxious.
The rest of the elevators are shut down, leaving the Tremor brothers, armed with a variety of both ranged and melee weapons, trapped inside of one. They pull out a portable generator to get the elevator working again as they prepare for the kill. Messner and other FBI agents arrive at the casino and discover that someone was masquerading as both an FBI agent and a hotel security guard (Acosta).
Back in the penthouse, Ivy tells Israel that he is going to kill him for selling his own subordinates out. Israel flicks a card at Ivy's head, cutting him just above the eye, and dives for cover into the bathtub. Ivy pulls out his pistol and fires wildly. The security team outside comes in and arrests Ivy. They see Beanie's dead body, and mistakenly think that Ivy’s shots killed him, as Soot hides in a corner, still pretending to be part of Israel's team. The security team takes Ivy away. Israel reassures "Hugo" that he won’t rat him out, and is left alone in the penthouse with him. Soot begins laying out a line of surgical instruments with Israel not paying attention.
Watters gets nervous, having seen muzzle flashes from the penthouse. Sykes, still waiting for her cover of prostitutes to arrive, opens a closed elevator and finds the bloody and dying Carruthers and Acosta. Sykes looks through their clothes for IDs and realizes that they are both apparently FBI agents. Watters discovers that one is a fake by hearing it on her radio. Sykes tells Watters that she will kill the fake. Messner intercepts their conversation.
Messner and the other FBI agents wind up on the floor where Sykes is. They see the open elevator door, the dead bodies inside, and draw their weapons as a precaution. Sykes, hiding next to Acosta in the elevator, tells Watters she's cornered and needs help. An instant later, .50 caliber rounds rip the room apart as the FBI agents panic and fire out the windows at the other hotel. Sykes goes on the attack as well and tries to shoot at them from the elevator. At the same time, another elevator opens and the prostitutes walk into the barrage of gunfire.
In the penthouse, Israel gets a call from Mecklen, who tells him that the FBI backed out of the deal without explaining why. Israel is so distressed that he puts a gun in his mouth to commit suicide, only to collapse on the floor from a drug overdose before pulling the trigger. Meanwhile, the security team holding Ivy are waiting for an elevator to come to the penthouse suite; the elevator doors open and the Tremor brothers jump out, heavily armed with a variety of weapons and ready for a massacre.
Back on the lower floor, after Watters kills several agents, Sykes is shot by Acosta who is then shot by Carruthers. Messner gets to the dying Carruthers. The surviving agents drag both him and Acosta out, but the elevator doors close and Sykes escapes. Sykes can no longer keep contact with her partner because her radio has been destroyed. A distressed Watters, not hearing from her partner, sees a dead prostitute and (mistakenly thinking the body is Sykes), opens fire on the agents again in retaliation.
Upstairs, the Tremors have killed nearly everyone except Ivy, who grabs a pistol and kills Lester. Before Jeeves Tremor can kill Ivy, Ivy shoots him and Jeeves falls upon his chainsaw. Darwin Tremor prepares to murder Ivy but Sykes shows up and saves him. Defeated, Darwin escapes back into the elevator and makes his way down. Sykes, weakened from blood loss and exhaustion, collapses and Ivy begins to carry her down the stairwell.
Back in the penthouse, Soot takes his time in preparing the things he will need to use on Israel. Soot's methodical and precise nature is his downfall as the remaining agents get to the penthouse and stop Soot.
Ivy and Sykes make it outside as well, having a brief encounter with Messner in the stairwell. Messner orders them to surrender, but they convince him that neither of them have any problem with him or the FBI's presence and wish to be left in peace. Messner lets them go and proceeds up to the penthouse.
Israel is taken to the hospital while Soot grabs an agent's gun, shoots an agent, and runs into another room. When he disappears into another room, he sheds his disguise and is able to slip past the pursuing agents.
Downstairs, Soot walks out the front door of the casino. Darwin Tremor, who escapes using an FBI badge he has found in the elevator, walks off to the parking garage. Acosta is carried out in a stretcher, barely alive. Watters, looking back through her scope at the commotion at the casino, sees Ivy carrying Sykes out. The scene cuts to the hallway outside, with agents advancing towards her room. As the scene cuts to the top level of the parking garage, a loud gunshot is heard in the distance, followed by a volley of quieter shots. When Darwin Tremor makes it to the roof of the parking garage, he finds Hollis waiting for him. Darwin apologizes about shooting him and killing his friends, and he gives his car keys to Hollis as a peace offering. As Darwin walks off, Hollis decides to kill him anyway out of spite.
Messner makes it to the hospital, but is still not told exactly what is going on. In a culmination of stress and grief, Messner holds a gun to Locke's back and orders him to explain. They walk into the room where Israel has been placed next to Primo Sparazza. Messner is then told the story of an undercover FBI agent, Agent Freeman Heller, who was thought to have went rogue and switched sides. Shot in the face and left for dead by the FBI itself, he underwent reconstructive plastic surgery to change his appearance and assumed the identity of Primo Sparazza (this is incorrect. He had created Primo Sparazza as his undercover identity, and because of his wounds kept this identity. Originally, it was thought that Heller was killed by Sparazza, but it is revealed that Heller was Sparazza, and was in fact shot by the FBI).
As Sparazza, Heller impregnated a showgirl and had a child: Buddy Israel. Primo Sparazza needed a heart transplant soon, so he decided to take the heart of his son. The only hitman that was originally hired to enter the casino was Lazlo Soot, under strict orders to kill Israel’s entourage and wait for a doctor to arrive and remove Israel's heart. The doctor to perform this operation was the Swede, who was originally thought to be a top-class assassin hired by Sparazza to take out Israel. Since Sparazza had over sixty years of knowledge on the mafia, the FBI soon thought his information was much more valuable than Buddy Israel’s, so the heart transplant would leave Israel dead but Sparazza alive.
Messner is furious that many agents, including Carruthers, have died just so that the FBI could keep a hardened criminal alive. Messner is further outraged that their mission to protect Buddy Israel was for nothing, since the FBI have opted to kill him anyway to keep a worse criminal alive. Locke threatens to fire Messner, but cools down and rationalizes that the loss of Carruthers is making Messner act rashly. While doctors prepare for surgery, the betrayed and vengeful Messner walks into the room in tears, with Israel and Sparazza, and locks the door behind him and pulls the plugs on their life support machines. Messner places his safely emptied pistol, ammunition, and federal badge on the floor. Several agents and doctors, among them Locke and the Swede, try to break into the room as Israel and Sparazza die and Messner stares directly at Locke. The film ends with Messner's facial expression, showing small satisfaction in his accomplishment.
Alternate Ending: The scene picks up with Messner and Locke finished speaking to each other in the hospital. Locke walks away leaving Messner alone with Primo Sparazza and Buddy Israel outside their room. After standing there briefly, Messner pulls out his gun, shoots through the glass into the beds of Israel and Sparazza, killing both.
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