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The movie starts with Will Dormer (Al Pacino) and his partner Hap on a plane over Alaska.  They are looking over pictures of a dead girl, beaten to death.  We learn that they are L.A. Homicide cops who have been sent to investigate the case.  Their department is under fire from Internal Affairs, and they are dodging the heat a bit.

They land in the quiet town and start immediately.  They meet the overly perky Ellie Burr (Hilary Swank), who has studied Pacino's work as her case study in the academy.  They go over the girl's body and find old bruises, and Pacino knows she was beaten before she died too, and asks to see her room.

He finds a lot of nice dresses and jewelry that her boyfriend couldn't have afforded and concludes she was seeing someone else.  He finds a photo of her and her best friend torn up, and finds out she had a fight with her boyfriend the night she was killed.  He says he wants to go to his high school, catch him off guard.  He then finds out that though the sun is shining, it's 10 at night.  The sun almost never sets in Alaska this time of year.

He and Hap go to the hotel, which is low on staff this time of night, although it looks like afternoon.  While in the lounge, Hap admits that IA has asked him to make a deal, and that he's gonna help them.  This angers Pacino, who is sure he will get screwed in the deal.  He storms off.

The next day he visits the high school and talks to the ex-boyfriend, Randy.  He says he knows Randy beat her, but can't get anything out of him.  The boy admits he knew about the other man, but the girl would never tell him his name.

Soon, the officers on the case find the dead girl's backpack, and look through the things inside.  A mystery novel, her diary, and some other things.  Pacino says to put the bag back and say they're looking for it, offer a reward.  The killer would realize he left it behind and go back.  Then they all head off to watch the place.

It turns out to be a foggy cabin on a beach of rocks, trees and freezing water.  After a long wait, a hooded figure finally appears and heads toward the cabin.  The cops try and sneak around to it, but a bullhorn goes off, and the figure runs into the cabin.  Pacino gives chase, but the man has disappeared through a hole in the floor, which leads to a tunnel. He sends Hap and some others around the way they came, and he and some other cops go in after the man.

They come out surrounded by fog, and they finally spot the man, who shoots one of the other cops in the leg.  Pacino gives chase, and shoots who he thinks is the man.  Unfortunately it turns out to be Hap, who thinks Pacino shot him on purpose to stop the IA investigation.  Hap dies.  The other cops run up, and Pacino says it was the hooded killer who shot Hap.

Ellie is reassigned to the murder of Hap, although she says it's stupid, and begins writing a report.  Pacino calls Hap's wife and informs her of the death.  She tells him not to arrest the killer, but to kill his ass.

We see Pacino's hotel.  It is still bright outside, but it is after 3am.  He can't sleep.  His phone rings, and it is a familiar voice.  The voice talks about insomnia and how hard it is to sleep with the lights this bright.  He also says he saw him kill Hap, and understands it was an accident, like it was when he killed the girl.  He then says he'll call some other time, and hangs up.

Pacino sets to fixing the evidence, switching the bullet they found in Hap with another so they won't know it was from his gun.  Meanwhile, Ellie starts to suspect that the story he told might have been wrong.  Pacino goes to the girl's funeral and finds her best friend.  Turns out she's been seeing Randy, and that's why those two had a fight.  Pacino finds out that the girl had mentioned her admirer, but only called him Brody.   Pacino realizes this is the character from the detective novel they found in her bag, and heads to the place mentioned in the cover.  He finds the address in the phone book.  Walter Finch.

Pacino breaks into Finch's apartment, and gets past his dogs, who are just friendly and curious, and starts to root around.  Suddenly Finch comes to the door, but suspects foul play and starts to run, with Pacino giving chase.

Finch loses him by running over a bunch of logs being transported over the water, and Pacino falls in and almost drowns.  He cuts his losses and heads back to Finch's place.  After a bit, the phone rings.  The machine answers and it's Finch.  He knows Pacino is there.  Pacino answers and they talk a bit.  Finch invites him to take a shower there, or take a nap (he has sleeping pills).  He also says he wants to talk to him in public the next day.

Pacino takes the gun he shot Hap with and hides it in Finch's apartment, in a vent.

The next day, he meets Finch on a ferry.  They talk about accidental death, and how they can help each other.  They decide to set Randy up as a patsy, since he used to hit the girl anyway.  They just need a wild card, and Finch asks about the gun.  Pacino says he doesn't have it, and Finch says it's too bad.  Pacino tells him they're close on his trail, that they discovered the collection of his books that the girl had, and they'll probably ask him in for questioning.

As Finch departs from the boat, he reveals the wild card, pulling a tape recorder from inside his coat.  Pacino is now stuck in this deal.

That night over the phone, they discuss the murder.  She had run to Finch after her boyfriend hit her and she found out about her best friend, and they were holding each other, and they kissed, and he got excited, and she laughed at him. He hit her to make her stop, and she started screaming, and he hit her to make her stop, and then he knew he had gone too far to stop, so he killed her, and washed her hair, painted and clipped her nails, etc.

The next day Finch comes in for questioning, and mentions the gun, which he wasn't supposed to do.  He insinuates it was in Randy's vent, showing Pacino he found the gun, and might have planted it.  Pacino explodes and insults Finch and almost hits him.

The other cops kick him out of the room, and he runs for his car.  While he drives to Randy's place, the cops are getting a warrant.

Pacino ovens his vent, but the gun isn't there.  He rips the place apart, but no gun.  He almost gets caught inside, but hides in the bathroom.  Finally he emerges, looking like he just got there.  They found the gun in an oil can.

Meanwhile Finch talks to Ellie, who is suspicious of Pacino.  Finch seems suspicious of her.

Pacino meets Finch and destroys the tape, and says he will head home the next day.

That night in the hotel, he has gone a week without sleep, and tries to pile everything against the window.  He talks to the owner of the hotel and says he once planted evidence to get a killer arrested, and if the IA thing came down, he would be in trouble.

That night Ellie shows obvious contempt for Pacino, knowing in her mind that he killed Hap.  She is supposed to meet Finch the next day to collect letters the girl sent him.

Pacino decided that Finch needs to be punished and breaks into his apartment. Finch isn't there, and the letters still are.  Pacino runs out of the apartment, and heads for Finch's summer cabin.

Finch lets Ellie in, and she sees the dress the girl died in, Finch practically shows it to her.  She knows what it is, and gets her gun ready, but Finch is ready too, and knocks her out.

Pacino arrives moments later, and starts to fight Finch.  Finch seems to be winning due to Pacino's lack of sleep, but Ellie swings in and saves him.  Finch runs away to another room.  Ellie confronts Pacino and asks him if he killed Hap. He said he did.  Was it on purpose?  He doesn't know.

Finch starts shooting at them from a shack across the way.  Pacino leaves Ellie there, and heads across.  He attacks Finch right before he shoots Ellie, and they have a fight.  They both end up shooting each other, and Finch falls in the water and drowns and bleeds to death, which is a double whammy.  Pacino stumbles outside, and Ellie starts to throw away the evidence against him  saying he is a good man.  He tells her not to, not to lose her way.  
Then he says she should just let him sleep, and he falls asleep.

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