AWhile on the train from Paris to Venice, American tourist Frank Tupelo (Johnny Depp) shares a seat with Elise Clifton-Ward (Angelina Jolie), a beautiful but mysterious British woman. They strike up a conversation, have dinner together, and Elise invites Frank to share her hotel room. However, Frank is actually being set up. Elise has been ordered by her ex-lover, Alexander Pearce, who stole 2.3 billion dollars from British gangster Reginald Shaw (Steven Berkoff), to board that train, pick out a man who resembles him, and make it look like this man is Pearce in order to throw off Shaw and his Russian thugs, who believe Frank is really Pearce, as well as throwing off Scotland Yard, who knows Frank is just an innocent decoy but also wants Pearce for tax evasion.