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Earl Montgomery (Martin Lawrence) is a cocky L.A.P.D. cadet who would probably be a great cop if it weren't for his rebellious behavior. When his attitude gets him kicked out of the police academy, he can only find employment as a lowly security guard at "National Security." After Earl accuses uptight police officer Hank Rafferty (Steve Zahn) of harassment, Hank is stripped of his badge and ends up as a guard at National Security as well, where Earl's overzealous style of police work leads to the discovery of a sophisticated smuggling operation led by Nash (Eric Roberts) and a possible police cover-up. Now everyone wants Earl and Hank dead – though they just may kill each other first.
It's 1955 and industries are booming as America undergoes a postwar metamorphosis. However, in the small town of Northfork, the townspeople are being evacuated because of the construction of a dam that will wash away their homes. A group of trench-coat-wearing government employees, hired to get rid of the proud few who remain, go about the business of destroying lives with efficiency. Meanwhile, a young orphan boy lies sick in bed, being cared for by a devoted priest. The boy's fever dreams include fantastic beings that might be angels... but are they simply in his head?