The movie opens at night, nine miles outside the Las Vegas desert. A highway patrolman is parked alongside the road watching out for cars speeding. He is eating and not paying attention when a black car approaches from down the road. The car shuts off its lights and drives right past him without the officer even noticing. The officer’s speed meter goes off, and he checks it, and it reads 197mph. The officer looks around, and radios to dispatch and tells them to call the airport tower and warn them that someone is flying low with no lights on.
The next morning in Sommerton Junction, Arizona, the Sheriff Ray Owens (Arnold Schwarzenegger), arrives at the local diner while the town is in the middle of a parade for the high school football team. The mayor (Titos Menchaca)walks up to Owens and jokingly criticizes him for not being willing to make the five hour drive for the team’s game this weekend. Owens says he needs to be here to protect the town since most of its population is leaving for the weekend to go to the game. He then tells the mayor that his red Camaro is illegally parked in a fire lane. The mayor throws the keys at Owens and tells him that if there is a fire then to move his car. Owens just shakes his head and calls the mayor a schmuck as he leaves along with the majority of the town.
Owens heads into the diner and makes small talk with the locals. He notices two men in the back of the diner that he doesn’t recognize and begins to make small talk with one of them. One of them named Burrell (Peter Stormare) tells Owens that they are truck drivers hauling auto parts to New Orleans. Owens keeps asking questions so Burrell and his partner get up and leave quickly. The counter girl Kristy jokes that the sheriff is bad for business. Owens gets suspicious about their behavior and follows them out and writes their truck’s license plate number down.
Owens goes looking for his other deputies, Jerry (Zach Gilford) and Mike (Luis Guzman) and finds them with Lewis Dinkum (Johnny Knoxville) shooting at giant pieces of raw meat with Lewis’ new gun; a giant revolver he named Rosie. Jerry tries to shoot Lewis’ new gun, and Lewis warns him of the recoil, but the gun kicks back in Jerry’s face anyway and breaks his nose. The sheriff pulls up and asks them what they are doing out there. They tell him that there is nothing to do, and they were just looking to have some fun. Ray gives his deputies the license plate number and tells them to go back to the station and run it for him. They leave, and Ray begins to grill Lewis on why he always has so many guns and whether or not he has the proper permits for them. Lewis shows Ray paperwork saying that his place is legally a firearms museum. Ray overlooks the fact that the museum is just a scam because it’s only opened the second Thursday of every month and only opened for three hours and takes Rosie and fires a few rounds.
Back at the station, Officer Sarah Torrance (Jaimie Alexander) has just locked up her ex-boyfriend Frank Martinez (Rodrigo Santoro) for being drunk and disorderly. Sarah yells at him for becoming a mess and saying that he was full of potential and wasted everything in his life. She asks him what happened with him, and he starts to go into his time in Iraq and Afghanistan, but she tells him that she doesn’t want to hear his excuses anymore. Mike and Jerry arrive at the station to run the plate number of Burrell’s truck, Jerry notices that Frank has been locked up again and awkwardly gives him a hug through the cell. Jerry asks that since Frank is their friend that do they have to keep him there, but Sarah says that Frank is in for the weekend, Sheriff’s orders.
Burrell drives to a corn field where his men are already there unloading supplies. The men are armed mercenaries and one of them approaches Burrell when he gets out the truck and tells him that they are having a problem with the farmer who owns the land. Burrell walks across the farm and tells the owner Parsons (Harry Dean Stanton) that he is a producer from Hollywood and is interested in using his land for a music video. They just need his permission to use the land for a couple days, and he will make a lot of money. Parsons has no interest, and he pulls his double barrel shotgun on Burrell before he even gets to hear the dollar amount. To show Burrell he isn’t joking he shoots at his feet and tells him to get off his land. Burrell casually tells him that if he won’t take the silver then he hopes Parsons will enjoy the lead as Parsons is shot through the head by one of Burrell’s men.
That night Ray is sitting on his front porch having a beer when Jerry pulls up. Jerry tells Ray that he ran the license plate number, and it came up clean. Ray tells him that he did good work but wants to know what Jerry really drove out here to talk to him about. Jerry tells Ray that he is bored in Summerton Junction and knows that Ray once worked for the LAPD. Jerry wants Ray to use his connections to help Jerry transfer to the LAPD. Jerry doesn’t understand why Ray ever choose to quit. Ray says that when he worked for the LAPD it wasn’t everything he thought it would be, and he is now happy in Summerton but if going to LA is something Jerry thinks he needs to do then Ray would be happy to help him transfer to LA.
It’s 3:30 in the morning in Las Vegas and FBI Agent John Bannister (Forrest Whitaker) has arranged a meeting of agents and SWAT, and tells them that they are about to go on a secret prisoner transfer. The inmate being transferred is Mexican cartel drug lord Gabriel Cortez (Eduardo Noriega) who is going to a new prison where he will get the death penalty. As they are driving, they stop at a red light. The van Cortez is in gets picked up and lifted away by a giant crane with a magnet attached. It lands on a nearby roof and the agents inside the van are killed. Bannister chases Cortez and thinks he has captured him but instead it’s another man in an orange jogging suit. He then chases another man in an orange jumpsuit. Cortez has changed his clothes and makes it to the parking garage of the building. Cortez captures Bannister’s partner Richards (Genesis Rodriguez) and executes another agent and drives off. Bannister goes back to the station with over a dozen men in custody, all wearing orange jumpsuits and realizing that they were all hired by Cortez to distract the agents so he could escape.
Owens gets a call from Kristy who is calling because she would like him to check up on Mr. Parsons, who delivers milk to the diner every weekend and is never late. Owens sends Jerry and Sarah to Parson’s home and they find him dead inside his house. Mike calls Ray and tells him that Parsons was found murdered inside his home. Ray begins to head over and tells Jerry and Sarah that the entire house is a crime scene and not to touch anything until he gets there. Jerry and Sarah immediately put down different items they were messing around with.
Ray arrives at the house and says that Parson’s wound was caused by a giant rifle and not a handgun. He sends Sarah and Jerry outside to look for tire prints while they look around the house. Jerry and Sarah notice large truck prints in the dirt and follow them. Ray and Mike head outside and find Parson’s tractor and see that it’s covered in blood and realize that Parson was killed outside and put inside of his house to make it look like a burglary.
Bannister uses security footage to show that Cortez has taken Richards hostage, and they are driving in a Corvette Zero One, a show car that was stolen in LA a couple days ago and can drive up to 200mph. Bannister wonders how they can stop a car moving that fast and is able to have a helicopter track it in the sky while he has highway patrol set up a roadblock. Bannister tells his men that Cortez has trained as a race car driver and has actually driven professionally in South America under a different name so he won’t be easy to catch in the car.
Cortez has Richards handcuffed inside the car and taunts her as the roadblock approaches. He comes to a stop and begins to rev his motor as an officer approaches, but Cortez just drives around him and zigzags around the other police cars. Cortez car moves too fast and slick for them to keep up and he easily gets away. The helicopter is still following Cortez and Bannister realizes the route that Cortez is taking him will lead him to Mexico, and one of the towns on that route is Summerton Junction. Bannister calls Owens as he is at the crime scene and tells him that a wanted fugitive may possibly heading towards his area and asks Owens to stay out of it as he has a SWAT team on the way in case Cortez makes it there. Ray is distracted with the murder and tells Bannister no problem before hanging up on him. Ray thinks about everything and says that the murder, the fugitive and the new men in town aren’t all a coincidence, and it's all related.
Sarah and Jerry follow the tracks and find Burrell and his men constructing something on the property. Jerry and Sarah aren’t sure what it is, but it looks like they are building a bridge. They get out of the car, and Jerry begins to approach the men, but Ray calls them on their walkie-talkie and tells them to get out of there. Just as he says that Jerry gets shot in the side by one of Burrell’s men. A firefight starts, but Sarah and Jerry are massively overmatched. Burrell has his men turn off all the construction lights and switch to their night vision scopes. Sarah tells Jerry to run to her and their car, but Burrell’s sniper is able to easily shoot Jerry in the back as he starts to run.
The mercenaries begin to advance on Sarah and one walks up to Jerry and prepares to execute him, but Ray and Mike arrive in their cars. Ray runs over the mercenary who was about to execute Jerry and kills a couple more with his shot gun. Ray drives over to Sarah and tells her to run alongside his car and grab Jerry. They pick up Jerry as Mike provides cover fire and then drive away as the mercenaries attempt to blow up Ray’s truck, but he pulls behind Sarah’s car and its gets blown up instead.
Jerry is wounded and close to death. Sarah is crying and holding him and telling him that everything is going to be alright. Jerry makes a joke that Frank might be angry about Sarah getting so close to him right now. Jerry apologizes for getting blood all over her uniform, but Sarah tells him that it’s okay because he is going to survive and clean it for her. Ray pulls up to the station and tries to help Jerry out but realizes that Jerry has already died.
Ray carries Jerry’s body into the station and Frank overhears them and sees Jerry’s body and asks to wonder what happened. A distraught Sarah tells him the story of what happened.
Bannister sets up another road block on the road Cortez is driving. But this time it’s filled with officers armed with assault rifles and shotguns. Cortez tells Richards that you never know when death is coming, and these officers don’t know it’s coming right now. Cortez drives off the road and two large suburban’s come down the road filled with more mercenaries, and they drive at the road block and kill every officer and another large truck comes through and rams the cop cars off the road, and Cortez continues down the road.
Bannister is informed by the helicopter that the road block has been destroyed, and all the officers are dead. Cortez calls Burrell at the farm and asks him if everything is prepared and Burrell said that they had a slight problem but that everything should be ready on time. Cortez then calls Bannister with Richards phone and tells him that if he needs to let him go or else he will send Richards’ body back in pieces to her parents. After Cortez hangs up the phone, Richards asks if it’s okay for her to finally take off her handcuffs. Richards is actually working for Cortez. Cortez uncuffs her and shows her his phone, which shows that three million dollars has been transferred to her Swiss bank account.
Bannister calls Owens again and tells him that it is very likely that Cortez is going to be heading to Summerton Junction. Owens begins to yell at him and demands to know the identity of the fugitive. When he finds out it is Cortez, Ray is upset at Bannister and tells him that if he knew it was someone like Cortez then one his deputies wouldn’t have just been murdered. He tells them that everything that everything that happened in his town today is related, and Cortez men are building a giant bridge alongside the border wall in Summerton so Cortez can escape back into Mexico. Bannister doesn’t believe Ray and tells him that his SWAT team is not that far away and for him to just step aside and let them take care of anything. Ray tells him that he is not going to allow Cortez to just simply drive through and hangs up. Bannister just stands there amazed that the local sheriff just hung up on him twice.
Bannister begins to watch the security footage of Richards’ abduction over and over again and tells another agent to check the financials of every agent including himself. Cortez decides to lose the helicopter and hits the brakes and shuts off his lights causing the helicopter to lose the car. Cortez then puts turns on his night vision screen and continues driving in the dark. The helicopter calls Bannister and informs him that they have lost Cortez.
Ray talks to his deputies and tells them of what is coming. Mike says that he is always willing to go into battle with Ray, but Cortez is out of their league and they should let the feds deal with him. Ray says that he isn’t going to let Cortez pass through their town without a fight. Sarah says that she is will fight with Ray. Frank, still in his cell, says that Jerry was his friend and that if they need an extra man then he will help. Ray asks if Frank is still a crack shot like he was in the army. Frank says that muscle memory takes a long time to go away. Ray opens the cell and gives Frank a badge. Mike tells Ray that he is with them, as well. Ray says that the next thing they need is firepower.
Bannister then then calls his SWAT captain and tells them that they are likely going to be to be the ones to intercept Cortez in Summerton. The SWAT captain tells Bannister they will be ready, but Cortez drives past them shortly afterwards and uses the car’s fast maneuvers to run both SWAT trucks off the road. Bannister then gets word about the SWAT trucks and gathers every available agent to head to Summerton. While on the plane, they see satellite footage confirming that Owens was right. Burrell and his men have built a giant bridge right over the wall leading into Mexico. Bannister also gets information on Owens; Ray was a LAPD narcotics officer for many years until several of his men were killed in a bust over half a ton of cocaine. Ray retired afterwards and moved to Summerton Junction. Bannister realizes that Owens is tougher than he realized, and he is the last thing in the path of Cortez getting to Mexico.
Ray and his deputies drive up to Lewis house and tell them that they need to use the guns in his museum. Lewis allows them the guns on two conditions; the first being that Ray deputizes him so that he can take part in the battle. The second is that he gets to use Rosie during the fight. Ray agrees to both terms and gives him a badge. Lewis takes them to his barn, which has a variety of different weapons including a WW2 era Vickers machine gun. The deputies take several guns and supplies. Mike takes a couple of swords and Lewis takes a Viking helmet and shield with him causing Ray to remark if they are in the crusades or not.
They arrive back in own and block off the two streets which will take Cortez to Parson’s farm, one of which is main street. Ray and Mike block off main street with various cars while Lewis pulls up his large truck (which he named Henrietta) onto the other street. Frank and Sarah plan to block the road off with cars but Lewis instead saws a street light pole and attempts to drop it in the center of the street. An electrical cord attached to the nearest building keeps it from falling so Lewis climbs up the pole and begins shaking it causing the cord to break and he and the pole to fall right on Henrietta. Lewis is distraught, but Frank and Sarah come up and tell him that he is a genius, Lewis truck and the telephone poll block off the street. Ray goes into the diner to warn people that they need to go back home because a fugitive is on his way into town. The small group of people in the diner are unwilling to leave, saying that they are already so old and already eating unhealthy food that death means nothing to them. The owner says that he just got the grill started up for the day so he can’t leave. Ray tells them to just stay away from the windows when the shooting starts.
Ray tells everyone to take their positions. Mike is finishing up with the main street road block when Burrell and his men pull up, ready to confront Owens and the deputies. Burrell is amused by the road block in the street. Mike gets stuck hiding behind one of the cars. Sarah is on the adjacent roof and tells Ray that Mike is trapped. Ray says that they are on their way.
Burrell expects no real resistance and tells his men it’s going to be a turkey shoot and tells them to shoot anything that moves. They approach the road block, and as Mike is preparing to fire he notices Kristy walking down the street heading to work. Mike tries to tell her to hide, but she gets confused and loudly asks him what he is doing and why there are cars in the street. The mercenaries are about to shoot her when Mike begins firing at them and tells her to run to him. She makes it behind the road block, but Burrell’s men begin to destroy the cars with gunfire. Mike tells Kristy to get inside the diner, and he provides cover fire for her as she makes it inside. Burrell has one of his men pull out a rocket launcher and blow up the car Mike is hiding behind. Burrell thinks Mike is dead, but Mike emerges from the smoke firing a Thompson machine gun and manages to kill a couple of mercenaries before he is shot down by a sniper that was hiding on top of the diner.
Sarah begins to fire at the mercenaries on the street, but she can’t handle them on their own and Frank drives up in a school bus and turns in the middle of the street with the rear of the bus facing the mercenaries. Ray and Lewis open the back door and begin firing the Vickers at the mercenaries, killing several of them. The sniper pins them down in the bus, and the Vickers runs out of ammo and Ray tells Frank and Lewis to cover him as he runs out towards the diner. The mercenaries shoot at him, so Ray dives through the front window to get inside. Everyone in the diner is now hiding behind the counter. They ask how the sheriff is going, and he responds that he feels old. The owner dismisses that, saying Ray has a few good years left as he heads to the roof. Ray gets to the roof and sneaks up on the sniper, tackling him over the ledge and shooting him in the head as they fall and crash through a tent onto the ground.
Sarah kills a couple more of Burrell’s men on the street, so Burrell sends a man to sneak into her building and kill her. Frank watches the mercenary go into the building Sarah is on top of and tells Lewis to cover him and follows him into the building. Lewis covers him but drops Rosie in the process. The mercenary gets caught at the stairwell with Frank shooting at him from the bottom and Sarah shooting at him from the top. The mercenary tries to shoot to top to get to Sarah, but Frank empties his clip into him and kills him. Sarah kisses him and Frank asks if this means they are back together
Ray recovers and is able to get up and begins to walk down the street. Another mercenary sneaks into a person’s home and is about to shoot Ray through the window as he walks by. The old woman who lives in the house tells the mercenary to leave, and he just tells her to shut up. He is about to shoot Ray in the back when she pulls out her own rifle and shoot the mercenary in the back, sending him flying out the window. Ray turns around, surprised, and thanks the woman and continues to head back towards the fight.
Ray, Frank and Sarah get back on main street and head over towards Lewis on the bus. Lewis notices that Mike is still alive on the ground and goes to help him, but he is shot in the arm by Burrell, who is the only mercenary left. Ray picks up a shotgun and tells Frank, and Sarah to get Lewis to safety and provides cover fire. He shoots at the car Burrell is hiding behind, but when Ray checks behind the car Burrell is gone. He turns and sees Burrell is the school bus driver’s seat, Ray moves before Burrell can shoot him. Ray crawls around and picks up Rosie as Burrell attempts to drive away in the bus. He doesn’t realize that Ray is hiding underneath the bus. Ray shoots at Burrell from underneath the bus and hits Burrell right in the ear, taking it off. Burrell stumbles around the bus and turns around as Ray walks inside the bus. Burrell wonders aloud who Ray is, and Ray informs him that he is the sheriff. Burrell tries to shoot him, but Ray shoots him in the head and kills him.
Ray and the deputies come out onto the street, having defeated all the mercenaries. Just then Burrell’s cell phone rings and Ray picks it up. It is Cortez, and he asks if they are ready because he has arrived. Ray says that yeah, they are ready for him. Cortez realizes that Burrell and the men are dead as he pulls onto main street. The deputies attempt to stop the car by shooting at it, but the car is too fast, and drives right by. Ray takes the mayor’s Camaro and chases after Cortez. They drive through across town and get to Parson’s farm. Richards begins to come onto Cortez as he is driving. They make out, and Cortez reminds her that he needs her to keep playing the role of hostage as he opens the door and pushes her out of the car.
Ray catches up to Cortez and begins to ram into him as they drive through the cornfield. They lose each other in the field and begin to drive slowly. They are within a couple dozen feet of one another when Cortez hits the gas and Ray begins to follow him again. They ram into one another until they both crash into farm equipment with Ray sputtering out further into the field. Cortez gets out of the car and begins to head towards the bridge on foot. He finds the giant bridge that Burrell’s men built for him and begins to run across it when he finds that Ray is already on the bridge waiting for him.
Cortez calls up his banker and offers him five million dollars on the spot to let him pass. Owens refuses, and Cortez ups his offer to ten. Both men take off their jackets and fight instead with Cortez getting the upper hand and using Jiu Jitsu to choke Ray and injure his arm. Ray finally picks up Cortez and slams him on the curb of the bridge, stunning him. Ray drags Cortez away by his foot as Cortez pulls out his knife and stabs Ray in the leg and slices him in the arm. Ray takes the knife from Cortez and stabs him in the leg. Cortez falls to the ground and offers him twenty million and Ray tells him that his dignity isn’t worth any amount of money.
Bannister and his men arrive in town just as Ray drives up in the destroyed Camaro dragging with Cortez chained to the back being pulled along. Bannister takes Cortez back into custody and tells him that he won’t be escaping this time. Ray is sitting on the curve with Frank, Sarah and Lewis when Bannister comes up to thank him for everything he did. Lewis and Mike are put into an ambulance where they both compare each other’s wounds. Bannister goes to leave when Richards walks up saying that she is so happy to see Bannister again and is sorry for being captured. Bannister says that he is glad to see her to and arrests her on the spot. He puts in her the back of van with Cortez and informs her that Swiss bank accounts aren’t as secret as everyone believes.
Frank attempts to hand back Jerry’s badge, but Ray tells him to keep it, saying that Jerry would want him to keep it meaning that Frank is now one of Ray’s deputies. Frank and Sarah celebrate and go back into the station. Ray begins to follow them when the mayor runs up to Ray and asks what happened to his Camaro and Ray warns him that he shouldn’t have parked in the fire lane.
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