When Albert Ganz (James Remar), a cold blooded villain, escapes from prison and kills a policeman, hard-nosed cop Jack Cates (Nick Nolte) is soon hot on his trail and looking for revenge as well as justice. Jack's only hope of finding Ganz is in loud-mouth prisoner Reggie Hammond (Eddie Murphy). Reggie is serving time for a heist he carried out it with Ganz. Cates now has Reggie in his custody for 48 hours. Knowing that Ganz is after the loot from the robbery Cates begins to continuously probe Reggie to find out where out where the loot is being kept. But the further he pushes, the friction begins to grow between the mismatched duo. Will they learn to get along and will Reggie turn in his once good friend?