The film opens as a well dressed, barrel chested man (Vinnie Jones) stalks the late-night passengers of a subway train. He assaults and kills several people with a large meat hammer and a butchers hook. He dispatches his prey wordlessly with a seemingly unnatural strength. He wears a ring on his finger, adorned with an eight-pointed star.

We are then introduced to the character of Leon (Bradley Cooper), a vegetarian free-lance photographer who heads into the city's subway system at night to take photographs that capture the city. He shows some of his photos to a gallery owner (Brooke Shields) and is criticized for leaving before catching the "real life of the city" that he talks about. One night, in a decision to break this trend, he saves a woman from a gang that is abusing her. The next day, he discovers the girl was a model who has gone missing. Leon attempts to turn over the photos of the girl in to a police detective, but the detective refuses to believe him and instead casts suspicion on Leon's own motives in photographing the victim.

Leon is intrigued by the mystery and begins to hang around the subway station where he had last seen her. Through the distinctive ring, Leon connects the model's disappearance to a silent butcher named Mahogany whom he begins to suspect is responsible for not only this disappearance but many others.

Leon's involvement quickly turns into an obsession as he starts to ignore his personal life and upcoming art opening to follow Mahogany. After reading old newspapers Leon starts to suspect these subway killings have been going on for as long as a hundred years.

Leon's obsessive behavior is upsetting to his waitress girlfriend Maya (Leslie Bibb), who is as disbelieving of his story as the police detective. Leon decides to take matters into his own hands, following Mahogany onto the subway, and ends up witnessing a shocking bloodbath: the butcher kills several passengers and then hangs the bodies on meat hooks. Mahogany notices Leon taking pictures, smiles, and then charges at him. The confrontation ends after a very brief struggle with Leon passing out on the subway car's floor. He awakens the next morning in an abandoned subway station beneath the slaughterhouse where Mahogany works. He is missing his camera and has strange markings carved into his chest.

Between Leon's obsession and increasingly unusual behavior, a concerned Maya and Leon's best friend Jurgis (Roger Bart) begin to examine the photos Leon has been taking of Mahogany, leading them to the killer's apartment. In the hopes of finding Leon's camera to confirm or deny his seemingly insane story, the pair break into the butcher's home after he goes out. Maya comes across a bundle of subway schedules dating back to the 1800s but Jurgis is captured when the butcher abruptly returns. Maya flees and goes to the police, but the same detective that Leon spoke with is unwilling to listen to her story. When the same detective later approaches Maya asking for the bundle, she suspects the detective is part of the mystery. Maya questions the detective and is told Jurgis is on the train where the murders took place. Leon, unaware of Maya's involvement, heads to the hidden subway entrance in the slaughterhouse, arming himself with a butcher's apron and several slaughterhouse tools.

Leon enters the train as Mahogany has completed his nightly massacre and cornered a helpless Maya. Leon attacks the murderer with a knife, beginning a climactic battle between the photographer and the butcher. They fight among the swinging human meat, Leon's knives against Mahogany's meat hammer, and human body parts are ripped, thrown, and used as weapons in the shower of epic gore. Finally, Mahogany is thrown out of the train by Leon, but not long before it hits its final stop. The train has entered an underground cavern filled with skulls and decomposing bodies. The conductor (Tony Curran) of the train enters the car, advising Leon and Maya to "please step away from the meat." With these words, the true purpose of the underground station is revealed as horrible creatures enter the car, consuming the bodies which have been delivered.

Leon and Maya flee the subway but are confronted as a battered and bleeding Mahogany returns. Leon and Mahogany once again begin to struggle, and after a vicious battle, Leon manages to stab Mahogany in the neck with part of a human bone. Mahogany drops to his knees, grins, and utters "welcome" before Leon kills him.

With the butcher's death, the conductor explains to Leon that the creatures have always existed below the city, and that the butcher's job was to keep them satisfied by feeding them every night. The conductor then picks up Leon, and with the same supernatural strength as the deceased butcher, rips out Leon's tongue, and proceeds to eat it. The conductor then cuts out Maya's heart with one of the butcher's knives. When he is done, he thrusts the heart towards Leon and tells him that, having killed the butcher, he must take his place.

In the final scene, the police detective hands the bundle of train schedules to the butcher, who wears the ring with the eight-pointed star. The killer walks onto the midnight train, and turns his head to reveal that he is Leon.

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