Photographer Leon (Bradley Cooper) is trying to make it to the big time, getting his documentary photos of the city published. Through his girlfriend Maya's (Leslie Bibb) contacts, he gets the unique chance to work with respected agent Susan Hoff (Brooke Shields). She likes his work, but is disappointed by the lack of real conflict in his pictures of locals. She insists he produce more work she can use, which can make his career. He heads into the subway, and manages to interrupt an attempted mugging on camera. The resulting pictures sell, however the woman he saves that night is missing and suspected dead. While examining his photos, he becomes obsessed with a mysterious stranger, Mahogany (Vinnie Jones). The obsession begins to take over his life as he follows Mahogany through his day job in a slaughterhouse and becomes embroiled in a gruesome mystery. His obsession leads him through the dark tunnels of the subway and to mystery of the midnight meat train.