Rath (Sylvester Stallone) a professional hitman, decides it is time to call it a day, even though he is still the best around. But as he searches for a way out he discovers that he is now the target of another assassin, Bain (Antonio Banderas), who is determined to be the new number one. The two men are both sent on an assignment to kill intelligence operative Elektra (Julianne Morre). However, Rath decides to flee with Elektra and outwit Bain.