The film opens with Elise (Jolie), a beautiful Londoner in Paris, taking in her breakfast at her usual bistro while a van filled with policemen observe her. There she receives a mysterious letter telling her to take a specific train and introduce herself to a random man of the same height and build as one Alexander Pearce. Though the police, led by the extremely driven Inspector John Acheson (Paul Bettany) attempt to follow, she loses them en route to the Gare de Lyon and boards her intended train. There she meets math teacher Frank Tupelo (Depp), a tourist from Wisconsin who is fond of spy novels and nervous around his new acquaintance. He thinks he's met the girl of his dreams, and what turns into light flirtation on the train holds the potential for so much more as Elise invites him back to her hotel in Venice.
Just when Frank begins to think his luck couldn't get any better, a slew of foreign thugs descend upon him. Suddenly, he finds himself hunted by mobsters, crooked cops, and Scotland Yard's finance division as everyone seems eager to track down criminal mastermind Alexander Pearce. Unfortunately for Frank, their current suspect is him.
This film provides examples of:
- Action Survivor: Frank, is not one of these because he planned the whole thing.
- Artistic License: There's a shot where we see one of the police snipers. He is clearly silhouetted against the lit wall behind him, and is obviously a sniper. He could've turned off the light switch for whatever's behind him, but he doesn't care about being seen.
- Becoming the Mask: Elise was a cop at one point and she was assigned to go undercover to nab Alexander Pearce. Unfortunately, she fell in love with him. In the words of Inspector Acheson, she could never decide whether she was with Pearce or the cops.
- Big Bad: The gangster boss, Reginald Shaw.
- Big Brother Is Watching: Much of the early scenes are shown from the point of view of cops watching Elise through hidden cameras and such: zooming in her ass, speculating whether or not she's wearing panties. This early scene gets retroactively creepier later in the movie, as it turns out she's one of their coworkers.
- Cassandra Truth: When Frank confesses to being Alexander Pearce. Zig-zagged in that he expected only some of his listeners to believe him.
- Da Chief: Chief Inspector Jones, played by Timothy Dalton of all people
- Did Not See That Coming: Pearce’s plan hinged on Elise choosing a random man of his height and build to act as a patsy for the cops and criminals so he could act unimpeded. Elise unwittingly choosing his newly disguised self as the decoy cripples his distraction scheme, and he spends the rest of the film scrambling to salvage the situation.
- Dirty Cop: Colonnello Lombardi, the Italian cop Frank first goes to when he realizes there are men out to kill him.
- Foreign Remake: Of the French film Anthony Zimmer.
- Gambit Pileup: Everyone's conspiring against each other, and poor Frank is caught in the middle of it. Except that he's the one who got everyone else caught in this mess: Frank IS Alexander, and being mistaken for himself was his plan all along.
- Gambit Roulette: Alexander's plan. He told his wife to get on a particular train and pick out someone of his height and build at random. His entire plan depends on her picking one guy in particular who, it turns out, is actually him. If that first guy she had locked eyes with hadn't been with someone, the scheme would have come apart. The point of it all is to provide a decoy that will keep the police and the crooks from catching Alexander. If the decoy is Alexander all along, how does that work?
- Hidden Wire: Elise wears one at the end.
- High-Class Gloves: Elise wears opera-length gloves as accessories to her retro-glamour outfits throughout most of the movie.
- Inspector Javert: Inspector Acheson. He wants to continue pursuing Alexander Pearce, even after Pearce leaves a check to cover the 'seven hundred and forty four million' he owed in back taxes, but Chief Inspector Jones declares the operation closed. "What is it (Pearce) really did? He stole money from a gangster. A dead gangster... I can't say I don't wish him well."
- Just Train Wrong: Often.
- First of all the designation of the train Elise boards in Gare de Lyon is Ter, which stands for Transport express régional in French and is thus a regional, not an international train.
- Second of all, in the first aerial shot of the train we see an Italian Frecciarossa ETR 500
which is used only on Italian High Speed lines and therefor would have no business departing Gare de Lyon in France. - Third of all for the second aerial shot, the rolling stock switches mysteriously to another Italian train (that had no business being in France) this time the tilting ETR 600 Pendolino also known as Frecciargento. As the shot changes, and we see the train enter a tunnel, we get the fourth mistake as the train switches back to a Frecciarossa.
- There's no direct line between Paris and Venice.
- "ten minutes" outside of Venice finds us looking at lush green hills. This is Venice, a city built in a swamp and surrounded by industrial wasteland...
- Knight Templar: Partially subverted with Inspector Acheson since he never explicitly says his actions are for the greater good (and it becomes clear he's motivated by greed, jealousy, or something else personal).
- London Gangster: In his introductory scene Shaw is presented as Russian, but he's actually an English gangster who prefers to employ Russians.
- Mistaken Identity: The main plot revolves around Frank being mistaken for Alexander Pearce.
- Mob-Boss Suit Fitting: Reginald Shaw has a Mob Boss Suit Fitting, even insisting that the tailor remain when his mooks arrive. He takes a report from his cronies, and uses the tailor's measuring tape to strangle one of them when he makes a mistake. Only at the end of the scene does he comment to the tailor, mentioning that the suit fits him very nicely.
- Ms. Fanservice: The movie makes the most of Jolie's beauty.
- The Perfect Crime: By the end, Pearce gets the girl, his enemies are dead (killed by cops, no less), he cuts the feds a check for his back taxes to get them off his back and he still has several billion dollars for his efforts.
- Polyamory: Torn between her love for Alexander and her love for Frank, Elise finally decide that she loves both of them. She quickly find out that choosing one of them over the other would have sucked a lot for BOTH Alexander and Frank, since they are the same person.
- Precision F-Strike: Frank turns around to see Elise in her evening gown.Frank: "Fuck!"
- Reasonable Authority Figure: Inspector Jones, as a foil to Inspector Acheson.
- Running Gag: Frank keeps speaking Spanish when he means to use Italian. It's lampshaded at one point.
- Scenery Porn: The cinematographer(s) took full advantage of the Venice setting. (Several of the interiors are gorgeous too.)
- Shout-Out: Paul Bettany mentioning Lichtenstein can't be a coincidence.
- Undercover Cop Reveal: Elise is a cop tracking down Alexander.
- With My Hands Tied: Frank escapes from handcuffs twice, albeit once with assistance from Elise.
- You Have Outlived Your Usefulness: Shaw does this to one of his mooks. By strangling him with a measuring tape, in the middle of being fitted for a new suit. Oddly enough, they all agree that his suit looks very good on him after that.
