The movie begins with accountant Jonathan McQuarry (Ewan McGregor) working late in a boardroom, when he’s interrupted by Wyatt Bose (Hugh Jackman). They chat and smoke pot for a bit. Jonathan takes the subway home, and notices a beautiful blonde next to him waiting for the train. He watches her from across the train and attempts to leave at the same stop, but doesn’t make it out in time. He returns to his apartment, where he notices a pipe in his bedroom leaking and leaving a water stain (important later).
He finishes his work with the company and attempts to get in touch with Wyatt by asking a secretary to page him. Wyatt appears and invites Jonathan to play tennis with him the next day.
After their tennis game, Wyatt complements Jonathan’s tennis racket, which Jonathan mentions is special because it uses Kevlar on the wire. (Important later) They go to Wyatt’s apartment, where Wyatt greets one of his neighbors in German. The neighbor looks at him in surprise and continues walking. Jonathan admires Wyatt’s apartment and changes into a suit that Wyatt gives him. At the club, Jonathan reveals that he has no time for relationshipshe’s never at his company for longer than two weeks; and as for the companies he audits, he’s never there for more than a few days, so he doesn’t bother. He tells Wyatt that he’s not very good with women, and that he’s only ever been with four. Wyatt alerts Jonathan to a woman glancing in his direction, but Jonathan does nothing. As they head back, Wyatt has the taxi drop him off at the Waldorf-Astoria, where he meets up with a brunette and enters the hotel as Jonathan looks on in astonishment.
When they meet for lunch the next day, a cell phone goes off. Each reaches into his pocket and grabs his cell phone. Wyatt’s is ringing, so Jonathan just places his on the table. Wyatt gets off the phone, which he also places on the table, and mentions that he’ll be in London for a few weeks. They grab their phones and head off.
Later that evening, Jonathan gets a phone call. He answers it to find a woman (Natasha Henstridge) on the other end saying, “Are you free tonight?” He replies, “Yes”, but tries to explain that he’s not Wyatt. She ignores him, and repeats her question. He complies, and agrees to meet her at a hotel. When she arrives, he again tries to explain, but she doesn’t listen and invites him to her room, where she seduces him. He awakens the next morning to find her gone.
As he’s walking home, Wyatt calls him, and immediately recognizes the change in his voice, realizing what he’s done. He encourages Jonathan to continue to use his phone and enjoy. While working at another location, Jonathan gets bored, and dials one of the numbers. A woman answers, so he asks, “Are you free tonight?” When she responds that she is, he stammers and names the same hotel he’d just stayed in. She suggests another with a time, and he agrees. When he arrives at the hotel, he notices another woman (Charlotte Rampling) waiting for him. He attempts to introduce himself, but she reminds him of the ruleNo Names. She asks about his room, and when he says that he hasn’t got one, she reminds him of anther ruleThe Initiator gets the room. As they walk to his room, she expresses surprise that he was not informed of the rules by the person who referred him. She then explains some other rulesno business talk, no conversation, and no rough play. She also explains that most people on “the List” use it as a means of having “intimacy without intricacy”.
Over the course of the next few weeks, Jonathan continues to meet different women at different locations. He talks to Wyatt from time to time, informing him of how things are going. He also sees women that he’s been with, on the covers of magazines and in the city, never letting on that they know each other.
On one occasion, he comes across the same woman (Michelle Williams) he saw at the train station. They go to his room, where she begins to undress. Jonathan stops her and breaks the rules by starting a conversation. He mentions that he’d seen her weeks before at the train station, though she doesn’t recall it. Though he doesn’t tell her his name, he invites her to dine with him. They eat room service on the bed and get to know each other. He asks her name, so she tells him that if he can guess it, he’ll know. He tells her that he knows it starts with an “S” since he noticed the keychain on her purse, and proceeds to guess names, settling on “Sunbeam”. She decides to call him “Frank”, and they fall asleep shortly after. He awakens the next morning to a note that she left him, promising to call him later.
Throughout the day, he answers every phone call anxiously. On one occasion, it’s Wyatt, who he tells about “S” and how he broke the rules. Wyatt seems happy for him and tells him that he’ll be back in the next week. Jonathan answers the phone later that day, and it’s her, asking to meet in Chinatown. They go to a Chinese restaurant, where he gives her a wind-up duck, and she gives him a scarf. Outside, she tells him to let her leave, and he asks her to stay with him, and then pulls her into a kiss in the rain. They go to a hotel to dry off, and make out on the bed. Since they promised to wait to get to know each other, they haven’t slept together yet. He leaves for a few minutes to get some ice, and when he returns, he finds her gone, with blood splattered on the bed. He turns around and is knocked unconscious by an unseen figure.
When he comes to, he runs down to the front desk, and asks the clerk to call the police. He explains to Det. Russo (Lisa Gay Hamilton) that he doesn’t know the woman’s name, and angrily appeals for her to believe his story and search for “S”. She questions whether he’s had a breakdown, and implies that she believes this to be a hoax. She gives him her card, and tells him to call his if he remembers anything.
He goes to the office that he met Wyatt in and demands that someone put him in touch with Wyatt. Everyone claims to have no knowledge of him, and ask him to leave. Jonathan then goes to Wyatt’s apartment, and finds an older woman living in the apartment that Wyatt claimed was his. When he asks about the German neighbor, she clarifies that he’s Italian, not German and works in the carpet business, not art galleries, as Wyatt had mentioned earlier.
Jonathan returns to his apartment, where he’s surprised to find Wyatt waiting for him with a gun. Wyatt explains that he chose Jonathan because as an auditor, Jonathan has temporary access to accounts and can therefore move money around. He threatens that if Jonathan doesn’t do this, then he’ll kill “S”.
A day or so later, Jonathan checks his (Wyatt’s) voicemail and hears one from a woman named Tina, who sounds like she’s familiar with Wyatt. Jonathan goes to meet her, and after some conflict, she reveals that she’s met him months ago in Chicago through a man named Rudulph McClaren. She also reveals that Wyatt’s real name is Jamie Getz and introduced him to “the List”.
With this info, Jonathan begins to do his research. He finds out that Rudolph was an executive at the firm that Jonathan is auditing, and that he was murdered. He also uses the info on the card that Det. Russo gave him to find out more about “Wyatt”. When Wyatt calls him, Jonathan tells him that he knows everything about him, which surprises Wyatt, but doesn’t cause him to backdown.
The next day, Jonathan gets a call from Det. Russo, who tells him that she thinks she’s found the woman he reported missing. He goes to the police morgue, and finds the woman he met at the hotel the first time. She was found strangled, with a wire containing Kevlar. Det. Russo asks Jonathan if he knows this woman. He lies that he doesn’t, which she notices. He returns to his apartment to find his tennis racket missing, and photos of him with the dead woman. Wyatt sneaks up behind him in the subway, and reminds him that though Jonathan knows the truth about him, he has no idea what Wyatt is capable of, and he still has “S”.
Wyatt sends instructions of how to transfer the money, and from which accounts. He gives him a specific amount of time to have the transfer done, and periodically sends pics of a bound and gagged “S” in his (Jonathan’s) apartment. (Important later) As Jonathan continues to gather the funds, he because distracted by one of the associates of the firm he’s auditing. He becomes rude with the associate to get him to leave, and finishes the transfer with seconds to spare. As he’s doing this, Det. Russo learns that Jonathan was in the same hotel as the murdered woman, and suspects that he’s the murderer. She and her colleague leave to up Jonathan. Jonathan arrives at his apartment and waits anxiously for the elevator. He takes another look at the picture, and looks up in surprise. When he arrives at his apartment, he turns on the light and his apartment explodes. Wyatt watches from an apartment across the street. Det. Russo arrives and is surprised to realize that Jonathan is dead.
Wyatt changes his appearance slightly to resemble Jonathan, and when asked by a gentleman later, he calls himself Jonathan. He arrives at a lavish hotel in Madrid, and walks into his room to find “S” drinking on the bed. He gloats about how well their scheme worked, though “S” is noticeably bothered by it, having grown to like Jonathan. When Wyatt mentions how much Jonathan showed concern for her well being, she begins to weep, which ignites fury in Wyatt, who then kind-of forces himself on her, though she doesn’t protest.
They walk to the bank, where he plans to make a withdrawal. “S” is forced to wait in the lobby, while he, still posing as Jonathan, meets with the manager, who informs him that the account can be closed once the co-signer, Wyatt Bose, arrives. Wyatt goes to the lobby to find “S” gone. He walks out onto the street, where he receives a call from Jonathan, who approaches him. He explains that he knows “S” is involved since the pic on his phone was taken before the pipe left a stain on his wall, and that he wants half the money. Wyatt complies and together they close the account and leave the bank with their respective shares.
Jonathan promises half of his money if Wyatt would tell him how to find “S”. Wyatt then pulls a gun on him, and prepares to kill him, when he’s shot from behind. “S” appears behind him, gun in hand. She then walks away. Jonathan leaves the cases with Wyatt as he dies, and chases after “S”. He catches up with her, and explains that he simply wanted her, not the money. She kisses him, then leaves in a cab, clutching the wind-up duck he gave her and sobbing as she drive away.
Det. Russo learns that the body recovered in the fire was that of the landlord, there to fix the leaky pipe. Jonathan remains in Spain, where he comes across “S” once again. They stare at each other from across a plaza, and walk towards one another as the film ends, signifying that they do, in fact, end up together.
*CUT TO THE CHASE*
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Jonathan McQuarry (Ewan McGregor) is a meek, lonely accountant who audits big companies. On a whim, a lawyer of his latest audit, Wyatt Bose (Hugh Jackman) talks to him and becomes his friend. On a lunch, they accidentally switch phones and Jonathan finds out about the List; a sex club for powerful people who want intimacy but don't have time for relationships. Jonathan has sex with numerous women and his confidence grows. However, on one such call he meets a woman only knows as S (Michelle Williams).
Jonathan can't go through with just having sex with her so they don't and instead talk, seemingly having a good time. On a second get together, S disappears and Jonathan is knocked out. Police do not know what happened and no one can find Wyatt Bose to verify his claims.
Wyatt shows up and gives Jonathan an ultimatum; either he disperses money from the company's slush funds to his account or he will kill S. A cat and mouse game ensues; Jonathan learns Wyatt is really Jim Getz, a two bit hustler with a checkered history (it is implied he has murdered several businessmen for their money and the prestige their names bring). In retaliation, Wyatt kills one of the women from The List and plants evidence that makes it look like Jonathan did it.
With no choice, Jonathan transfers the funds and S is supposedly released. He goes back to his apartment and an explosion occurs.
Wyatt goes to Spain with Jonathan's identity. There we find out that S was in on the plot for a million dollars (she is a former prostitute herself). She however, becomes enraged when she finds out Wyatt killed Jonathan as she started to get close to him.
Wyatt goes to close the accounts, but cannot without the co-signer; him. Leaving he finds Jonathan on the street (with Wyatt's identity), very much alive. Jonathan tells him he wants half since he did all the work and Wyatt and S tried to have him killed (he figured out the ruse by the hostage picture; the pipe wasn't leaking then. It was actually the Landlord that had died).
They close the account and get ten million each. Jonathan wants to know where S is and is willing to give Wyatt another five million. Wyatt tries to double cross him, but S shows up and kills him in self defense. Jonathan leaves his share of the money; he never wanted it, he just wanted her. Confronting her, S tells him she's sorry she wanted to stop the plan and she didn't know about his attempted assassination. She gets into a cab and leaves, crying.
An undisclosed amount of time later, Jonathan is walking around in Spain when he sees S. She has decided to stay with him and work it out. They walk toward each other as the screen goes black.
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