Denny Colt (Gabriel Macht), also known as "the Spirit", learns about a major case from Detective Sussman (Dan Gerrity) involving his nemesis, "the Octopus" (Samuel L. Jackson). The Spirit dons his costume and travels across rooftops, saving a woman before connecting with Officer Liebowitz (Frank Miller). At the swampland, femme fatale Sand Saref (Eva Mendes) rises from the water to shoot Sussman. The Spirit and Liebowitz find the wounded Sussman. Sand and her husband Mahmoud (Eric Balfour) had earlier fled with chests they recovered from the water. Shot at, Sand escaped, leaving one chest behind which was retrieved by Octopus. The Octopus kills Liebowitz, and his cloned henchmen attack the Spirit. His accomplice Silken Floss (Scarlett Johansson) flees with the chest as the two arch-nemeses fight.