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Once the best of friends, Lyle Carter (Bridges) and Vinnie Webb (Nolte), are now living opposite lives. Carter is an affluent Kentucky-based horse breeder and Webb is a wrecked would-be private detective living in LA. The only thing the two have left in common is a dark secret.
Webb thinks it's time to wipe the slate clean so he dupes Carter into traveling to California, while he goes to Kentucky in an attempt to to find his lost love Rosie (Stone) and offer retribution to the man (Finney) whose life was ruined because of them.