Nick Tellis (Jason Patric) is an undercover cop remembering his last assignment which ended in a strenuous foot chase after a drug dealer named Dowd. Dowd is fast and ruthless, shooting up a bystander with a lethal dose of drugs, although Tellis runs past the victim in order to catch him, although he next grabs a little girl from a playground and threatens to shoot her up too. Tellis however, shoots the dealer anyway, firing several shots. He kills the dealer and the girl is unharmed, but one of his bullets ricochets and hits a pregnant woman who is bleeding badly. Tellis screams for help as children scream in the background, and the woman sobs in pain.
We next see Nick Tellis 8 months later, on suspension, talking to a police committee about the incident. They mention the woman nearly dying and losing her baby. Tellis reminds them that these details have been covered and becomes agitated when a woman on the committee, Liz Detmer (Karen Robinson) asks him if he's contacted the Jeanine Mueller (Lina Giornofelice,) the woman who lost her baby. He reveals that he's spoken to her but refuses to give details, feeling it's his own personal business. She asks him if he feels the infant's death could have been avoided if he'd "acted less aggressively."
He responds by saying:
Tellis: My duty assignment was solely undercover narcotic work. Do you have any idea what that entails?
Liz: I have a general idea. Yeah.
Tellis: Well then, generally speaking, you don't know what the fuck you're talking about.
Detmer keeps questioning whether he could have used more restraint and Tellis insisting she doesn't know what she's talking about. He insists "If you want to talk I'll talk, I have no problem with that, but if this becomes some half ass ambush and you're putting me under the lamp, I will walk. Now." The committee goes quiet and Tellis is asked if he's familiar with "The Michael Calvess case" Tellis says that he is. They reveal that Calvess was a cop who was murdered and they've been investigating for over sixty days without turning up any evidence or suspects, although they're still determined to solve it. The committee feels that due to his quick dismissal from the force after the discussed incident, his drug element contacts may still be intact. They offer him reinstatement as a homicide detective if he agrees to help with the case. Tellis immediately says "No." and walks out while they're talking. He's followed out by Captain Cheevers (Chi McBride) who apologizes for them putting him on the spot and asks him to look through some files.
We see Nick at home with his wife Audrey (Krista Bridges) and baby son. Resting on the couch he fills her in on the meeting. He remarks "They expect you to come in with this glad to be here bullshit, head hung low, hat in hand." She asks why he bothered going and he says "They asked." Audrey isn't pleased at at the thought of him looking through files, suspected he'll only get more involved. He mentions that welfare isn't working well enough and she suggests he do something else for work.
Tellis goes in and starts scanning files, visualizing how the the murder could have happened. He then asks for Calvess' personal affects, finding pictures from his daughter, awards, an unopened Christmas present, and photos of Calvess with his family. He finds the name "Henry Oak" on most of the relevant and helpful reports. He asks Captain Cheevers about Oak, and Cheevers explains that Henry Oak is restricted from working on the case, because he and Calvess were too close. Cheevers explains that it was Oak that found the body and says "He's swinging a big stick. He makes solid collars that make solid cases. But, between you and me...He's not stable. He's all of that shit a cop just cannot be. Not right now. Not in this city. Not in this department.We're talking about a marked name."
We see Henry Oak (Ray Liotta) in the police station, putting a billiard ball into a sock and watching as a convict is escorted out. He approaches the convict and swings the sock into his face, knocking him down and then continuing to beat him with it. The other officers attempt to calm him down (from a safe distance.) Oak screams at the convict "I swear to fucking God, if I get another call you're beating on your wife and kids, you're fucking dead!" His fellow officers pull him back, but he shakes them off and says "Get this piece of shit out of here!"
Tellis points out that Oak is likely not listening to the department's ban on him investigating. Cheevers cautions Tellis from putting too much on Oak, figuring that IAD could bring an indictment against him at any time.Tellis suggests that he hold off IAD by requiring Oak's involvement in the case. Cheevers tells him that's only possible if he's involved as well to provide some supervision. Tellis claims he isn't interested in active assignment but needs a paycheck. He tells Cheever he doesn't want to work the streets though and needs a desk job. Cheevers says "Fine. Get me a conviction, I'll get you a desk."
Tellis and Oak meet at the police shooting range, then go have coffee. Oak tells Tellis he must be "someone special" to get him reassigned to the case. Tellis downplays it, claiming it was mostly Oak's own work. Oak is up front with his suspicions, asking Tellis if he's working with internal affairs, pointing out that getting dirt on him might get him back into favor with the department.
Oak: You weren't approached or asked in any way to keep tabs on me for IA?
Tellis: No, I was not. Hey, I don't blame you for asking. You don't do what I did and just waltz back in.
Oak: Now what does that tell you?
Tellis: That tells me that this investigation is running on fucking fumes.
Oak: Don't get confused thinking that this is about Calvess.
Tellis: I know it's not.
Oak: This is all politics. This is political appointments, it's referendums, it's squashing a race riot. You think those assholes upstairs give a shit and shake about Michael Calvess? They didn't know him. They don't care about him and they can't forget about him fast enough. The only thing you need to know about me is that I'm going to bag the motherfuckers that killed Mike. If that means breaking every point of procedure, then they're broke. It's because his life is worth a little bit more than a wreath and a rifle salute.
Tellis goes home and finds his wife in bed already. She refuses to give him a kiss or talk to him initially. The screen splits and we see Oak questioning people about Jimmy Fredericks (Mike Calvess' street name.) Tellis joins in as well and we see Oaks and Tellis each questioning people on their own. The screen splits into four to show all their activity, and then back to two and one, bringing Oaks and Tellis back together on the job responding to a scene where where other officers responded to a junkie trying to light his girlfriend on fire, and heard him mention Jimmy Fredericks. The junkie claims he used to snitch for Fredericks and will talk to them for a reduced sentence. Tellis and Oak confront the junkie, Octavio (John Ortiz) who claims he tried to burn her for giving him a venereal disease that left him black and blue and unable to wear pants. Despite the fact that they're cops, Octavio asks them if he can take a "quick hit." They look away while he lights up. He tells them he say Fredericks fighting with a Leo Lee. Tellis knows who Leo is. Octavio remembers that Fredericks/Calvess had a bad temper and after fighting, spit on Leo.
Oak asks Tellis about Leo Lee, or Leonard Leflore, as Calvess' files never mentioned him. Tellis calls him a nickel bagger into drugs and guns, but figures he has outstanding warrants out on him. Tellis and Oak stage a raid of Leo's place, but only find a badly decomposed corpse in the bathtub. The coroner tells them he's been dead two-three weeks. Tellis finds a gun in the tub with the body and is surprised that the weapon is "tactical issue, Metro PD" and used by the SWAT team. Oak concludes that the man killed himself with it, but Tellis doesn't think so, realizing the gun didn't have a mark from the firing pin. Knowing Leo, Tellis imagines that Leo dropped and broke his pipe and rather than get out of the water, tried to smoke from the gun forgetting there was a bullet in the chamber, and lighting it up, blew his head off. Tellis is bothered by the gun, figuring Leo had to have known a cop.
Tellis gets home earlier and fights with Audrey. He acts as if everything is normal but she reminds him what they had to go through when he was undercover. He claims "It's two weeks work." but she doesn't accept that. She can't understand why he'd return to it, but Tellis asks her what if it had been him that was killed.
Back at the station Oaks tells Tellis he was right about the gun and it had been a department gun, and that they'd found a set of prints on it from a gang member, Latroy Steeds, who was just released from prison a week ago. Investigating Latroy, they find he hasn't checked in with his parole officer at all. Tellis and Oaks discuss family, Tellis explaining that he's been married a year and a half. Oaks says that he was married for almost sixteen years, and lost his wife to cancer. Tellis feels awkward, but Oaks says he doesn't mind talking about her, and if he wanted to avoid it he could take off his wedding ring. Oaks remembers how she used to comfort him when he started out working vice and calls lying his head in her lap and looking at her "the best place I've ever been." Oak says: "I'll tell you this much, I became a much better cop the day she died. And any half step, any hesitation I had about the job was gone. I see a dead bolted door, I break it down and be the first one in the room. I started working Joint Task Force, the head crack, hang wrecking crew. Zombie squad. It was a diversion. It was just a way to keep from thinking about her. I remember one night I went with the sheriffs on a warrant raid. This dipshit was selling meth out of his apartment. It was just a stop and pop, broke down the door, rousted the guy. I was in one of the back rooms looking for junk. An I hear something. I turn around and see these, these eyes staring at me from a closet. It was a little girl. A little ten year old girl. naked.shaking like a leaf, she was scared to death. Her stepfather was pimping her out for rent. Wrapped her in my coat, carried her out to the squad car. I went back and I beat that motherfucker half to death. I thought of my wife. I thought of the baby we never had, all the things about her that I hung on to. Because a little girl being brutalized, a little girl being abused has got nothing to do with the rules and regulations and everything to do with right and wrong. It's the same thing with Calvess.
Tellis looks through Calvess' photos again and decides to visit Calvess' wife, Kathryn (Anne Openshaw) He returns Calvess' personal effects to her. He asks her if the undercover work affected their home life. She's hesitant to discuss this aspect of Calvess with him. She remembers that Oak gave her the news and he had tears in his eyes. While they're talking Henry comes by for a visit and the girls are happy to see him. Oak seems upset with Tellis being there and asks him to step outside. He screams at Tellis, not to talk to her without him being there.
Tellis looks through Calvess' files again and in his recovered substances finds chemicals similair to those that the dealer from the beginning used to kill the bystander. He tells Oaks that the drug was called "burnback" and was basically drug tablescraps. He thinks they might have been trying to sell burnback to Calvess. Through another incident he finds a connection to Eugene Sheps (Bishop Brigante) Tellis talks with Eugene while Oaks looks through the cabinets. Tellis wants to know who sold him the burnback since the dealer he killed at the beginning is dead. When Eugene doesn't give them any information they start tearing up his place finding guns in the freezer. They find that Eugene also has a police shield. While they look at it Eugene pulls a gun and starts firing at them, shooting Tellis, while Oaks kills Eugene. Oaks calls it in and Tellis wakes up in the hospital. He overhears his wife talking to doctors who are concerned about his previous drug use.
Tellis gets out quickly and he and Oaks meet with Captain Cheevers who informs them that they're closing the case and saying Eugene murdered Calvess. Oaks is mad as neither of them believe that Eugene was capable of it. The badge he had belonged to a Richard Dekolvie, who was stabbed to death three years ago. Tellis points out that Calvess' murder would have required two men much bigger than Eugene. Cheevers, however, says it's out of his hands.
At home, Audrey tells Nick he has to stop now. She says she's seen him "like this" before, and although she was willing to go through it then she isn't now. He insists that it isn't done. Audrey says "What, you think catching 'em is going to make you less like them? Purified? Just like Calvess? You know what, that's bullshit Nick 'cause that's not what he was. That's not what you are. I love you. But with everything that I am, I'm still going to leave. 'cause I can't be with you like this." Nick doesn't respond.
Tellis goes to work and finds some files left for him. Oaks interrupts him with information on the name that Eugene gave them, on Darnell "Big D." Love. Oaks points out that he was booked with both Latroy Steeds and Eugene and that they had all worked at Titan's Auto. The two two of them visit Titan's Auto with guns out, covering different floors once in the building. Oaks hears talking downstairs and fires before confronting them. Upstairs someone fires at Tellis with an automatic weapon and runs. Tellis chases him down and finds it's Darnell (Busta Rhymes) Oaks has a man, Latroy Steeds (Richard Chevolleau) cuffed already and he questions them both after cuffing them together. Oaks tells them if they don't help they'll leave in bags, but Darnell tells him they can't do that as it's illegal.
Oaks and Tellis start searching the place, destroying cars and looking inside everything. Oaks shoots Darnell's personal car with his shotgun while Tellis checks another, finding a trunk full of weapons. Oaks takes a look and finds another police weapon which he says is Calvess' gun. When confronted, Darnell accuses Oaks of planting the gun. Tellis looks a little suspicious but doesn't say anything. Oaks narrates to them how they killed Calvess. When he tells them to remember Jimmy Fredericks, Darnell says "He was a fucking junkie man." sending Oaks into an outrage. Darnell says "Come on man, we sold to that motherfucker every day, three or four times a day." only angering Oaks more. He screams that Darnell is lying and that they found out he was undercover, tried to kill him with a bad score, and shot him when it didn't work. Darnell says that it was Calvess who gave them the cop guns, in trade for drugs. Oaks loses it and starts beating Darnell, screaming "He was a cop! He was a cop you killed! He had a fucking wife! He had kids!"
He beats him savagely until Tellis pulls him away. Tellis proposes they take prints off the weapon and call it in but Oaks tells him not to call in as he wants to get confessions on tape first. He tells Oaks to grab the print kit while he goes upstairs to find more evidence. When Oaks leaves the room Tellis blocks the door and talks to the two cuffed men. Darnell remembers him from the past, but also knows that it was him that killed the "burnback" dealer. They tell him that Calvess had sold him out. He asks why Darnell had told Oaks that he already knew who killed Calvess. Darnell answers "That means that your fucking partner Oak is dirty, man. He's lying to you" explaining further that Oaks was in the tunnel. Darnell reveals that he knew Calvess by his real name, because he got strung out and blew his own cover. He supplied them with badges, ID's and guns and other cops identities when he didn't have money and kept them out of reports.
Darnell recounts that Calvess had called him to the tunnel at 6 in the morning strung out and shaking with no money or anything to trade. Darnell told him to fuck off and Calvess threatened to arrest him and Oak showed up behind him in the distance. Calvess saw Oaks and reached for his gun trying to arrest them. Darnell and the other man hit him and knocked him down. They both ran as Oaks was approaching and Oaks started shooting, wounding one of them. Darnell overheard Calvess and Oaks arguing before Oaks killed Calvess. Tellis starts hitting Darnell not wanting to believe him. They point out that he had opened the trunk first and ask if he remembers seeing the gun before Oaks checked it out.
Oaks finds the door blocked and pounds on it. Tellis unblocks the door and confronts Oaks outside. Oaks is angry that he spoke to them while he was outside, but Tellis insists on answers. He asks Oak if he learned that Calvess had blown his cover and was tailing him for that. Oak claims he wasn't tailing him, but Tellis asserts that he was there before Calvess died. Oaks claims he was helping Calvess with a bust and it went bad, but Tellis asks why he couldn't identify the men then. Oaks calls Tellis a washout, recounting his incident which cost the woman a baby. Tellis gets angry himself telling Oaks "Shut the fuck up! You're a fucking lie!" He shows Oaks a form from child welfare regarding Kathryn Tunney (Calvess wife) who was the girl in the closet from the story Oaks told him. Tellis had found a trail of Kathryn's drug offenses which Oaks had hidden using his influence. Tellis turns his back and says he's calling it in. Oaks pulls his shotgun and demands Tellis' gun and shield. When Tellis doesn't comply, Oaks hits him. On the ground Tellis, theorizes that he killed Calvess to keep him from breaking Kathryn's heart and says "he was a junkie, how long before he started pimping her out right?" Oaks kicks him again and tells him to go home while he goes inside to finish things up.
Oaks goes inside and turns on a tape recorder, demanding that they confess to killing Calvess. When they don't cooperate he fires a few shots right next to their heads. He forces them to hold Calvess' gun. Tellis gets up and pulls a gun on Oaks telling him to stop, as it appears he's about to shoot Darnell. Tellis shoots Oaks and he drops. Tellis leans down and demands Oaks admit he was there to kill him. A very weakened Oak says "They ruined him. They made him that way. They made him a junkie. The department takes everything. The pension. Everything. The family gets nothing. Kathy gets nothing. "
Tellis insists "You tell me the truth. Do not fucking go." Oaks whispers to Tellis and we see the scene in flashback. Oaks sees Calvess with Darnell and his associate arguing and approaches them. Calvess pulls his gun and they hit him and run. Oaks runs toward Calvess who is shooting at the dealers. Oaks takes the gun from Calvess and tells him "I'm taking you out." telling him they need to get him help and reminding him what he's doing to his family. He tells Calvess that it's over and apologizes for taking so long to act. Calvess shoots himself and Oaks loses his composure telling Calvess he's sorry. Darnell drags his unconscious partner out of the warehouse while Tellis sits with a deceased Oaks. He looks at the tape recorder near them with a button depressed.