An English woman, Elise Clifton-Ward (Angelina Jolie), is being followed by French Police who are working with Scotland Yard under the direction of Inspector John Acheson (Paul Bettany). Acheson has spent years hunting Alexander Pearce, a lover of Elise, who owes £744 million in back taxes, and is believed to have received plastic surgery to alter his appearance. At a Parisian cafe, Elise receives written instructions from Pearce: Board the train to Venice; pick out a man; let the police believe that he is Pearce. Elise burns the note, evades the police and boards the train.
On the train, Elise selects Frank Tupelo (Johnny Depp), who is apparently an American mathematics teacher from a community college in Wisconsin. She spends much time with him, seeming to start a romance. Meanwhile, the police have managed to salvage the ashes of her burned note and assembled them to extract information regarding her rendezvous, as well as her ruse. Aware of her location, but not of the ruse, an informer from the police station communicates to Reginald Shaw (Steven Berkoff), the mobster from whom Pearce stole $2.3 billion, that Pearce is traveling with Elise on the train to Venice. Shaw immediately proceeds to Venice.
Elise invites Frank to stay with her at her suite in the Hotel Danieli in Venice. Pearce leaves further instructions for Elise to attend a ball. Elise abandons Frank, who is then chased by Shaw's men. While trying to escape from them, Frank is detained by the Italian police, ostensibly for his own safety, only to have a corrupt inspector turn him over to Shaw's men in exchange for the bounty that has been placed on Pearce's head. Elise rescues Frank just before he is handed over, leading Shaw's men on an extended boat chase and finally escaping. She leaves Frank at the airport with his passport and money, urging him to go home for his own safety.
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