The film opens with Agents Messner and Carruthers staking out Carlotta crime family Don Primo Sparazza's house. They pick up a telephone call between Sparazza's Underboss Sidney K. Serna and Capo Victor "Baby Buzz" Padiche, who mention that Sparazza has put out a $1 million hit on Buddy "Aces" Israel, he also wants his heart. They plan to hire several assassin candidates, most notably the mysterious Swede, to collect the reward themselves. It is then revealed that Buddy Israel is a popular Las Vegas magician. Israel had become friends with Primo Sparazza early in his career and made a part of the Nevada Mafia. Sparazza was in his time a deadly gangster who killed many top FBI agents, including the undercover agent Freeman Heller in the 50s; he has since been bedridden. Israel wished to become a true wise guy and planned to overthrow Sparazza and the other families. Israel began undertaking various crimes that landed him in trouble. Soon, Sparazza and Israel split into two gangs. Now that the hit has been posted, Israel is a part of the Witness Protection Program and is going to give up the information on Sparazza - but jumps bail on his lawyer. Messner and Carruthers are informed by deputy director Locke of the FBI that with the threat of assassins, they have to go to Israel's Lake Tahoe penthouse to protect him while Locke negotiates with Israel's agent Marty Mecklen (Marty is acting as Israel's lawyer). At the same time bail bondsman Jack Dupree tells the Israel story to his bounty hunter partners, "Pistol" Pete Deeks and Hollis Elmore. At the same time hitwomen Sharice Watters and Georgia Sykes are hired by Padiche to kill Israel. Torture expert and mercenary Pasquale Acosta, the psychotic neo-Nazi/redneck Tremor Brothers and deadly master of disguise Lazlo Soot also joined in on the hit.
At the Nomad Hotel and Casino in Lake Tahoe with his friends Ivy, Hugo and Beanie; Buddy Israel is taking his time to lounge around all day bossing around his guards, enjoying his prostitutes and snorting cocaine. He soon orders Sir Ivy to get more prostitutes for him and Hugo to bring his ruined jacket to his personal butler. Carruthers and Messner are at a bar in Vegas where they are talking about Primo Sparazza and joke about Israel's problems. At the same time each hitman and bounty hunter is descending on the hotel. Pasquale Acosta disguises himself as an FBI agent and asks to speak with the Nomad security supervisor. At the lake, Jack Dupree explains his plan to Pete and Hollis to sneak into the hotel using security uniforms before a car emblazoned with a balkenkreuz blaring heavy metal music pulls up and shoots them to death with machine guns. It turns out to be the Tremors who steal Dupree's uniforms and car, dump the bodies in the lake and proceed to the hotel. Georgia Sykes plans to pose as one of Israel's prostitutes and kill him when she is let inside the penthouse while Sharice Watters covers her with a 50 cal. M107 Long Range Sniper Rifle at the hotel across the street. Lazlo Soot has already gotten inside the basement and killed several janitors and Israel's butler. As he tries to mimic the butler's voice, Hugo comes to the door. Soot kills him and begins making a latex cast of his face. The death of Dupree travels fast and Messner is ordered to go to the murder scene to examine the bodies while Carruthers goes to the hotel to save Israel. At this point Acosta talks to Bill the head of Security who claims the penthouse level is under construction, but Acosta is sure that is where Israel is hiding. He kills Bill and steals his uniform. Thereafter Sykes changes into her hooker outfit and waits by the elevator for the new hookers. In the penthouse Mecklen tells Buddy on the phone that Locke wants him to sell out everybody to the FBI. He is very reluctant at first but finally agrees. Ivy overheard the entire conversation however.
Hollis emerges from Lake Tahoe deeply sick and with three missing fingers. After wandering through the woods half dead, he finds an old remote cabin inhabited by a ADHD afflicted boy and his grandmother. They take him in and treat his wounds although their strange behavior bewilders him, mostly due to the fact that the troubled boy sees him as his nemesis. He begins looking through their things and finds the grandmother's late husband's gun and tells her he'll borrow it. Carruthers arrives at the hotel and asks for a guard to take him upstairs to the penthouse he is pointed in the direction of Acosta in disguise and the two go upstairs together. While in the elevator Carruthers begins to suspect the guard of being Acosta (whom Locke warned him of). Once the tension grows the two draw on each other with Carruthers being stabbed before the two shoot each other to the floor. Lazlo Soot arrives upstairs disguised as Hugo and murders Beanie. Ivy confronts Israel about the phone call with Mecklen. After denying it, Israel admits his betrayal and claims he did it because he is simply more important than his friends are to the FBI. Ivy prepares to kill him for giving up his friends, only to be thwarted when Buddy flicks a card and cuts his eye. He starts firing blindly, Soot and Israel take cover and the security team breaks in and stops Ivy, who is blamed for Beanie's death and arrested. Israel breaks down while Soot starts displaying surgical tools unnoticed. Outside of the room, the guards find the elevators unresponsive and begin to worry. In Los Angeles, Locke is given an aged memo. After reading it Locke backs out on Israel's deal and orders no one to inform Messner or Carruthers. Messner arrives at the hotel with other agents. After he is told that there is a man disguised as an FBI agent, Messner begins searching for Carruthers. The elevators are all shut down now, and the Tremors are successful in getting in with the uniforms. They use a mobile generator to jump start their elevator before preparing a siege. Upstairs Georgia disagrees with Sharice's idea to leave since things seem to be getting too dangerous. Georgia opens the elevator doors to find the unconscious and dying Carruthers and Acosta. She checks their pockets and finds that they are both FBI agents, to which Sharice says that one of them must be Lazlo Soot (whom they were warned of earlier). Since no one knows what he looks like, Georgia is in a dilemma, planning to kill whichever she thinks is the fake. Messner hears her over Carruthers' earpiece and sets up a position around her elevator.
Upstairs, ominous smoke comes from the elevator and the guards draw their guns. Soon the doors open and the Tremors rush out screaming; armed with an arsenal of weapons. Also Israel tries to kill himself when Mecklen calls and tells him that Locke backed out on the deal and left him to die, but he goes into cardiac arrest before he can do so. Downstairs Georgia tells Sharice to help her. Sharice responds by firing on Messner and the agents, who start firing rapidly out of the windows. After Georgia and Messner exchange fire, Pasquale Acosta shoots her and is in turn shot three more times by the now conscious Carruthers before he can kill her. Georgia loses contact with Sharice now that her radio was shot and Messner becomes distraught when Carruthers dies. Sharice is misled when she sees a hooker that Georgia killed, thinking it is Georgia, she empties the rest of the rounds out of her rifle in anger and sorrow. Georgia gets away in the elevator and heads upstairs where the Tremors have elaborately yet viciously slaughtered the entire security team. Although Sir Ivy grabs a gun and kills Lester and Jeeves Tremor, this starts a fight with Darwin Tremor. Once Georgia arrives, she finds Darwin about to kill Ivy with a machete before she draws her gun on him. She soon collapses in Ivy's arms, letting Darwin escape, and the two go in the stairwell as Locke and other agents arrive. Darwin gets out posing as an FBI agent but is robbed of his car and shot to death in the parking lot by a waiting Hollis later. The feds break in and stop Soot from proceeding with his plans on Israel. On the stairwell, Ivy and Georgia begin to grow attracted to each other, but the scarred Messner arrives and engages in a standoff with Georgia. After she tells him that she didn't kill Carruthers or want to kill anyone else, he lets them leave. Messner goes to the penthouse and asks Locke to explain what happened but is interrupted by Soot who wounds a guard and quickly gets away disguised as a butler. Ivy carries Georgia outside, The living Acosta is carried out on a stretcher, Soot leaves disguised as a security guard. Sharice sees Georgia alive but is attacked by agents, and presumably killed.
Messner arrives at the hospital where the now comatose Israel was taken and finds Locke. He puts a gun to his back and orders him to tell him why they were not informed to leave the mission when the agency backed out on Israel's deal. Locke leads them into a room where Israel and Primo Sparazza are inside, comatose and bed to bed. It is revealed that they are father and son, Sparazza had had an affair with a Vegas showgirl in the sixties who gave birth to Israel. Messner understands that Sparazza wanting Israel's heart was not for a vendetta but for a transplant, which the FBI is setting up. The Swede was actually a head of cardiology who will make the transplant. Messner doesn't understand why they would kill Israel to keep Sparazza alive though. To which Locke gives Messner the memo he received earlier. It is revealed in this memo that Primo Sparazza is really FBI agent Freeman Heller (Sparazza's supposed victim) who went undercover in the 40s as Sparazza after heavy plastic surgery. He was believed to have gone rogue and was left by the FBI, after that his alias became his identity. Heller/Sparazza has made a new deal with the FBI: Israel's heart for all of information he has on the Mafia. Messner doesn't care, as he is furious over Carruthers and the other deaths and believes that even if they saved Sparazza his info may not be valid. Locke threatens to fire him after an outburst but instead orders him to forget about the mission and leave. Messner agrees and Locke leaves the room. Messner stands for a moment before he tearfully walks into Israel and Sparazza's room, locks the door behind him, and takes a seat in between the beds. He proceeds to pull the plugs on their life support systems, and quietly lays down his gun, ammo and badge. Seconds later, Locke, the Swede and many of the agents are desperately trying to break in and stop him. Messner continues to sit in disbelief as Buddy Israel and Primo Sparazza die, taking all of the agency's hopes with them.
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