The movie was loosely based on the novel Fair Game by Paula Gosling, which was also filmed under that title in 1995; it also arose out of Stallone’s original ideas for the film Beverly Hills Cop. He had wanted to make a less comedic, more action-oriented film. When he left that project, Eddie Murphy was brought in to play the lead role.

Plot

Marion Cobretti, a rough Police officer with a reputation for doing “the dirty work” is called in to a hostage situation at a grocery store when negotiations fail. Cobretti kills the gunman himself after infiltrating the building, but before his death the criminal mumbles of a “New Order” in the world: a group of supremacists who believe in killing the weak and leaving only the strongest and themselves to live and rule the world.

The event at the supermarket is connected to a string of recent and seemingly unconnected acts of violence that have broken loose in Los Angeles. Unbeknownst to the general public, these murders are the work of the same supremacist group that the supermarket gunman spoke of.

After witnessing several individuals including the “Night Slasher”(the order’s leader) at the scene of one of the murders late at night, Nielsen’s character becomes the target of the group, and the only witness to their crimes. She is placed under the protective custody of Cobretti and his partner. After several attempts are made on their lives, it is decided that it would be safest that they relocate from the city.

Shortly after venturing out into the countryside, and Cobretti becoming romantically involved with the witness, one of the Order’s leaders (who is a police officer traveling alongside the Cobretti) reveals the location of Cobretti, the witness, and Cobretti’s partner. Despite Cobretti’s suspicions he does nothing. The Order moves in at dawn and besieges the small town that the three were staying in. With barely enough time to react the attackers storm the motel room Cobretti is in with the witness. Killing several but with more swarming into the town Cobretti and the witness escape in a Dodge Ram pick-up truck assuming his partner is dead. After the truck becomes severely damaged, the two bail out into a lemon grove and escape into a nearby factory. Most of the Order has been killed or disabled by Cobretti at this point, and only a few follow them. After eliminating every member aside from the night slasher himself, a huge muscle bound type played by Brian Thompson, Cobretti and the leader engage in a deadly hand-to-hand duel inside the steel mill, ending with the Order’s leader being impaled in the back by a large roaming hook and burned alive by Cobretti.

In the aftermath, Cobretti’s department has arrived and begun clean-up of the town, the Order is all but eliminated, and the ending credits begin with Stallone and Nielsen climbing onto one of the many motorcycles left by the Order and riding away.