Frank Tupelo (Johnny Depp) is a maths teacher from Wisconsin haunted by tragedy.
On a train from Paris's Gare de Lyon to Venice, Frank encounters the beguiling and extremely seductive British femme fatale, Elise Clifton-Ward (Angelina Jolie). Unable to resist her charms, Frank accompanies Elise to the Hotel Danieli where they enjoy a kiss on the balcony, which thrusts the hapless American tourist into a deadly game of cat and mouse with Scotland Yard Inspector John Acheson (Paul Bettany) and underworld kingpin Reginald Shaw (Steven Berkoff).
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