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    Matt Lee Whitlock 

Chief of Police Matthias Lee "Matt" Whitlock

Played By: Denzel Washington

The police chief of a small Floridian town.


  • Break the Haughty: Matt is a prideful man who has an affair with Ann to relive his high-school glory days, and out of resentment at Alex's success in the workplace - made worse by the mistreatment he gets from most other law enforcement. The whole mess this gets him suckered into beats this out of him.
  • Can't Get Away with Nuthin':
  • Deadpan Snarker: Matt gets a lot of oppurtunities to indulge in exasperated snark, especially as things get worse for him.
  • Dirty Cop: Downplayed. He gave Ann money he had claimed during a drug bust, but in a moment of desperation so she could afford surgery for her terminal cancer. It turns out the whole thing was a scam to get the money and turn Matt into a Fall Guy.
  • Jerk with a Heart of Gold: He's flawed man who cheats on his wife, but not without selflessness. He goes out of his way to help others even when inconvenient for him.

    Alex Whitlock 

Detective Alex Diaz-Whitlock

Played By: Eva Mendes

Matt's estranged wife, who works as a homicide detective in Miami.


    Ann Merai-Harrison 

Ann Merai-Harrison

Played By: Sanaa Lathan

Matt's high-school sweetheart, who he has an affair with.


  • Affably Evil: Her meek friendliness isn't an act, and she really does love Matt. She just wants the money more.
  • Apologetic Attacker: After non-fatally shooting Matt, she stammers out apologies and rationalizations.
  • Big Bad: She's the most dangerous of the three schemers and the final boss.
  • Chronic Backstabbing Disorder: She betrays both Matt and Chris to keep the money for herself.
  • Faking the Dead: Ann and Chris faked their deaths for the insurance money, set it up so that Matt would take the fall for the crimes and she would eventually kill her husband to claim all of the money herself.
  • Femme Fatale: Deconstructed. Ann seduces Matt as part of a complicated scheme to con her way into getting thousands of dollars worth of seized drug money, and initially seems just as resourceful and Crazy-Prepared as most examples. However, it becomes clear as time goes on that Ann is desperate and in over her head. Most of her crimes are impulsive in nature and she spends the climax a sweating, nervous wreck.
  • Post-Betrayal Justification: Matt spends most of the film trying to help his high school sweetheart Ann, only for it to turn out she's the mastermind of the scheme to frame him for her murder and stealing seized drug money. After shooting Matt non-lethally, she desperately stammers out rationalizations as she prepares to finish him off.
    Ann: I'm sorry, baby! It wasn't all a lie, but life ain't shit when you're broke! I won't go back to that!
  • Was It All a Lie?: After shooting Matt, she prepares to kill him and makes sure to tell him that it actually wasn't. She just doesn't want to be broke more than she loves him.

    Chris Harrison 

Chris Harrison

Played By: Dean Cain

Ann's scuzzy husband, a former quarterback and local cop.


  • Beard of Evil: He's a slimy crook with a beard.
  • Faking the Dead: Ann and Chris faked their deaths for the insurance money, set it up so that Matt would take the fall for the crimes and she would eventually kill her husband to claim all of the money herself.
  • Faux Affably Evil: He puts up a thin veneer of politeness while being an absolute Jerkass, even before being revealed as a villain.
  • Jerkass: He's an aggressive, cocky wife-beater who constantly talks down to everyone.
  • Smug Snake: Chris is domineering and cocky whenever he has an advantage over someone, often bragging to Matt about how much tougher he is. The second Matt has the edge on him, Chris begs for mercy and then turns tail and runs.

    Chae 

Chae

Played By: John Billingsley

The local medical examiner and Matt's hard-drinking best friend.


  • The Alcoholic: Chae is never without a beer in his hand, and pounds away half a six pack in minutes.
  • Butt-Monkey: Chae, the medical examiner, especially in the climax. When attempting to deliver Matt the money, his jalopy promptly breaks down while waiting for a large truck to pass at an intersection. Then when trying to fix what was wrong with the car, it starts pouring rain. He even looks up towards the heavens and cries out "Come on!"
  • Plucky Comic Relief: Chae's wreck of a personal life and wisecracking provides most of the humor.

    Paul Cabot 

Paul Cabot

Played By: Alex Carter

A con man working with the Harrisons.


  • Bitch in Sheep's Clothing: He's introduced as Ann's concerned, empathetic doctor. He's later revealed to be a vicious con man only interested in money.
  • Disney Villain Death: Combined with a Railing Kill. Cabot meets his end when he falls off his balcony when the railing tears off, plunging to his doom. For good measure, the railing lands directly on him.
  • Karmic Death: Cabot shoves Matt into the railing of his balcony hard enough for it to break, and relentlessly tries to force Matt to fall off. The railing breaks because of their combined weight, sending Cabot hurtling onto the sidewalk below. The railing lands right on top of his head and chest for good measure.



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