Four regular middle-class, suburban guys, Francis "Frank" Wyatt and his brother John, Mike Peterson and Ray Cochran, set out in a fancy RV Ray is testing out to go to a boxing match downtown. On the way, they get stuck in traffic, when they decide to take a shortcut through a seedy part of town to get to the match faster. On the way, they hit a man named Teddy, who's been shot. After unsuccessfully trying to get him help, they run into crime lord Fallon and his henchmen, who drag him out of the RV.
Fallon reveals Teddy stole from him and as a result, have him killed. Fallon then declares that there should be "no witnesses" and he and his gang goes after the four men. They all try to escape the gang's clutches. The four guys have no way to summon help to this Wretched Hive, so they must fight their way to freedom against hardened killers.
This film provides examples of:
- The Alleged Car: Happens to Ray's RV he used for a "test drive" for the four men on the way to a boxing match after they run into Fallon and his men.
- Asshole Victim: The four men act shocked watching Teddy get killed, but considering he stole money from Fallon, he pretty much brought his death on himself, even Ray lampshades on this when bringing him up when trying to negotiate with Fallon on sparing his and his friends' lives. Ray himself ironically becomes this considering he is a Slimeball Dirty Coward Snake Oil Salesman Con Man.
- Ax-Crazy: Fallon, as he wants to murder Frank and his friends to Leave No Witnesses and even goes Bad Boss on Teddy and another underling who chooses the wrong time to complain.
- Bad Boss: Fallon, as he killed two Mooks of his for forms of insubordination, Teddy for stealing from him and another for complaining over the death of his friend who was The Dragon.
- Beware the Nice Ones: Frank is a man who loves his wife and baby daughter and cares for his brother and friends. He even makes them run away as opposed to keep fighting them, much to the chagrin of Mike and John, who lambast him for not having any balls. However, at the swap meet, when Fallon and his surviving henchman wound the latter two and when he threatens to kill him and pay his wife a visit, Frank comes in fighting.
- Blackmail: When the four guys hide in a train car in an old rail yard, they find some sleazy homeless Slimeball vagrants, who blackmail them for money and Ray's watch in exchange for not squealing to Fallon. Then a mentally damaged former college player named Buck sees Mike's Purdue jacket and rants loudly about how he could have made it in the pros. Mike gives him the jacket, but it's too late as Fallon discovers them.
- Black Dude Dies First:
- The former football player homeless man Buck mentioned above was black and was shot dead by Fallon, who mistaken him for Mike, due to him wearing his jacket.
- Averted for Mike, who survives the film, albeit gravely wounded via gunshot to the stomach during the climax.
- Bond One-Liner: After Frank kills Fallon:Frank: And don't call me Francis.
- Caught in the Bad Part of Town: The guys take a detour through the seedy side of Chicago. At first it wasn't bad, meeting some homeless men who first appear to have a gun, but reveal it's a bottle of alcohol, and everyone has a good laugh, except for Ray, who wasn't amused. Then they run into Teddy and it goes downhill from there.
- Cult Soundtrack: Today, the film is probably best known for its soundtrack, an early pioneer of Rap Metal that boasted numerous collaborations between early '90s Alternative Rock, Heavy Metal, and Hip-Hop acts. Even though the film failed to make back its budget, the soundtrack went Gold.
- Dark Is Evil: Fallon and his men dress in dark clothing, especially Fallon himself.
- Deadpan Snarker: Fallon, though a given considering the actor who plays him.
- Dirty Coward: Ray, who panics when he is scared for his own life.
- Disney Villain Death:
- Inverted with Ray after he unsuccessfully tries to barter with Fallon.
- Then at the end, played completely straight with Fallon as Frank pushes him off the balcony onto stairs.
- The Don: Fallon is a drug lord who leads a gang of mobsters in the crime-ridden streets.
- Do Not Taunt Cthulhu: Fallon isn't really having the best of days. He has one of his own gang members steal money from him and has to hunt him down, then he sees four guys witness the murder and now has to kill them too. But they just keep running from him all across the city, which is really irritating him. And to top it all off, one of the guys ends up killing his good friend Sykes, and while he grieves his fallen friend, one of the henchmen with him made the bright decision to berate him over the situation, blaming him for his death. Naturally Fallon would vent his frustrations by holding said guy's head underwater till he drowns.
- Even Evil Has Loved Ones: In the sewer, Mike kills Sykes, one of Fallon's men and one of his good friends who appears to be The Dragon. When Fallon discovers his corpse, he grieves and in a fit of rage, when one of his men complain about the situation and blames Fallon, he responds by drowning him.
- Every Man Has His Price: Invoked by Ray when he tries to buy Fallon off with a huge sum of cash. Subverted twice when Fallon rejects the offer, giving him a "The Reason You Suck" Speech. He tries again, doubling the offer. Fallon seems to accept the offer and, after a brief laugh, kills Ray by pushing him off the roof.
- Faux Affably Evil: Fallon, played by the ever-so wisecracking Denis Leary.
- He Knows Too Much: Fallon wants to kill Frank and his friends for witnessing Teddy's execution.
- Hood Film: It's one of those 1990s films that mostly set in the inner-city slums and crime-ridden streets and involves African-American characters.
- Leave No Witnesses: Fallon decrees this after killing Teddy and starts going after the four guys.
- Mama Bear: Frank and his friends ran into a pair of these in a run-down apartment where they hide.
- Manchild: Mike, John and Ray are all goofy, fun-loving types, compared to the much-more subdued Frank. The latter's wife even lampshades this when talking to him and expressing her reluctance to have him go on the trip.
- Not Quite Dead: Subverted when Frank calls 911 only to have a gun pointed at him with a leather sleeve just like Fallon had, only to be revealed as a police officer.
- One Crazy Night: All the main characters' misadventures take place during a single night.
- Police Are Useless
- At the beginning when the guys have Teddy and try to get help by calling a moving cop car from an RV with their microphone, to no use.
- When they arrive at the swap meet and trigger the security alarm to get some help, the security guards there arrive, taking an aggressive stance with them, even thinking they're druggies and Fallon is one of their friends, and as a result, get killed by Fallon's gang.
- Subverted at the end when the cops who arrive after the climax appear to be difficult then discover the truth about what happened.
- Pre-Mortem One-Liner: When Fallon is on the breaking columns, about to fall to his death and attempting to drag Frank with him:Fallon: Come on, Francis, you're comin' with me.Frank: Nooooo!!!Fallon: Come on, Francis.Frank: You're on your own, pal. (pushes Fallon to his death; see Bond One-Liner)
- Rap Rock: The film's soundtrack contains collaborations from rappers and rock bands, such as Cypress Hill and Pearl Jam, Ice-T and Slayer, or De La Soul and Teenage Fanclub sampling "Free Fallin'" by Tom Petty.
- "The Reason You Suck" Speech: Fallon gives two of these in energized rants in pure Denis Leary fashion.
Fallon: Let me tell you something, Ray. You don't understand shit, OK? Nothing. Guys like you check to see if they got a dick. I got one. You and your friends are the kind of spoon-fed fucking fruit bait that I fucking HATE!Ray: I don't think you understood me.Fallon: Shut the fuck up. You speak when fucking spoken to, okay. This is not fucking high school, motherfucker. I'll eat your fucking friends for fucking lunch. You know who we are? You got no fucking idea, do you? No. Jerks like you sail through life, reading about people like me in the newspaper. HEY! You're in a different place now, motherfucker! $ 100,000 might buy you out of North Shore. Here, that means shit. This is my fucking world.
- The first to Ray after he tries to deal with him:
Fallon: You know what I hate? I hate whiners you know? I hate people who just complain, complain, complain! I know a guy in the joint once one time, cell next to me you know he'd just. He'd just used to yap about everything, he used to yap about the food and yap about the guards, and yap about this and yap about that and yap, yap, yap all night long! Fucking yap, yap, yap... like a fucking 747 you know what I mean? Like an engine stuck right between your fucking ears and you can't get rid of it because he's right next to you! Know what I mean?
- And later on, he gives one to one of his men, Travis, after he yells at Fallon over Sykes's death. Fallon gets angry and holds his head under the water, drowning him:
- Scary Black Man: The mentally challenged homeless vagrant Buck, with a brain of a chicken's as one of the vagrants mentioned, is a creepy individual.
- Sir Swears-a-Lot: Fallon is the most trash talking character in the movie.
- Smug Snake: Ray, a smooth-talking Snake Oil Salesman who is really a Slimeball Dirty Coward Caught in the Bad Part of Town and thought he could talk Fallon into sparing them, only to become the Sacrificial Lamb for the four.
- Taking You with Me: Fallon tries to do this with Frank.
- Too Dumb to Live: Yes, Frank, grab the hand of the guy who tried to kill you throughout the movie and already succeeded in killing one of your friends. He's not going to try and take you out with him.