Eighteen months after the ill-fated chase that ends tragically with the death of a baby, undercover cop Nick Tellis (Jason Patric) is hitting bottom. He is on probation and barely surviving on his small stipend. His wife is not eager for him to return to the force, but when an undercover cop is killed in the line of duty, he is summoned onto the case because of his invaluable understanding of the street. Teamed with Lt. Harry Oak (Ray Liotta), the slain cop's partner known for his unconventional administration of justice, Tellis slips into old patterns as the underworld he knows too well ultimately sucks him in.