As she walks down the train she sees Frank (Depp), an American tourist, Elise sits down and talks about spy novels. Frank is instantly attracted to Elise and is curious about her. The train arrives, and the two of them take a boat to Elise's hotel. The two have dinner and much to Frank's dismay, Elise admits of having feelings for another man, presumably Alexander Pierce. They drink and kiss.
The next day, Frank awakens to find Elise gone. Then suddenly, men try to break into the hotel room, Frank barely escapes and is caught by the police. Frank does not know why these men are after him, and the Italian police don't believe Frank's story until one officer does and takes Frank out of the jail only to bring him to the clutches of the men who invaded Elise's hotel room. Elise appears suddenly and rescues Frank, and the two leave on a boat. Elise finally tells Frank that all this is happening because she kissed him and made the police believe that he was Alexander Pierce. Frank learns that Pearce stole 2 billion from a gangster (Steven Berkoff) and is wanted by the British Government for tax evasion. Stunned by the news, Frank confesses that he still does not regret kissing Elise.
Elise apologizes for getting him involved at all and tricks Frank off the boat. As Elise leaves, Frank says that he loves her. Elise drives the boat into what looks like a government building. She turns out to be a secret agent for Britain. Elise sees fellow British agent Acheson (Bettany), who was following her in Paris. Elise was supposed to find out information about Pearce but fell in love with him and had disappeared from her job until now. She tells Acheson that she is ready to help them find Pearce. Elise goes to a ball to meet with Pearce, wearing a wire. Elise is handed a letter by the same mysterious man from Paris. The letter is from Pearce saying to meet him. The man leaves; it is to be assumed that the man is Pearce. As Elise turns to leave, Frank is standing in front of her. He asks her to dance and tells her that he does not regret their meeting. Elise leaves to find Pearce and agent Acheson grabs Frank. They both watch Elise go into a room to find Pierce. Unfortunately, Elise walks into a trap set by the gangster Shaw who was cheated out of billions by Pearce. The gangster threatens to kill her unless the money is returned. Agent Acheson doesn't help Elise, thinking that Pearce will rescue her and then Pearce can be taken to jail.
Elise finds the safe's location but does not know the code. Frank watches in horror as Elise is threatened yet again. Seeing that Acheson won't help Elise, Frank picks the lock to his handcuffs, and escapes to help her. Frank walks into the room and pretends to be Pearce. Elise tells him to stop or he will be killed. Frank, acting as Pearce, tells Shaw that he will get his money if Elise is safe. As Frank walks to open the safe, Elise mouths 'I love you.' All of a sudden, the police shoot Shaw and his men. Frank and Elise are unharmed and safe. As the police come, agent Acheson can't believe that Pierce did not save Elise and is angry that Pearce is free yet again. Then the police get word that Pearce has been picked up. As the room clears, Elise and Frank embrace.
Frank asks Elise if she still loves Pearce. Elise answers yes. As she says that, Frank enters the correct code for the safe. Frank is the real Alexander Pearce. Pearce had gotten plastic surgery so he could have a new life. It is unclear whether Elise had known that Frank was Pearce. As police come back they find the safe empty. As the police pick the man they believe to be Pearce up, the man explains that he was paid to pretend to be Pearce and that he is just a tourist. Elise and Frank/Pearce leave on a boat with the money, finally being able to be together. When the head ispector comes to the safe he finds a bankers check for the 744 million pounds in back taxes Pearce owed the British government had been left behind by the fugitive for the police to find.
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