Tom leads Jim and his gang to the graveyard where he stashed the cash - but the money's gone.
The Sheriff shows up - and opens fire. Morgan Freeman's crew are decimated. The Sheriff knocks out a nagging Karen, and the Deputy takes her away to have his wicked way. The Sheriff also recruits Hank, passing by in his boat, who should be watching the dam.
Tom and Jim manage to get to the church to hide out. The Sheriff's men set fire to the roof - and then ride their boats through the stained glass windows now the water is high enough. There's a huge gun battle. Tom and the young cop have an opportunity to kill the other, but don't take it. Hank is angry and shoots the young cop.
Meanwhile Karen stabs the Deputy - but water is filling up the house and she is still hand-cuffed to the bannister rail.
Tom and Jim get the better hand, and all the guns. Tom asks where Karen is - the Sheriff will tell him if he lets him go, with some money. Jim doesn't agree to that. The young cop, barely alive, shouts the address.
Tom is off. Jim packs away the money - but the Sheriff has a sneaky pistol hidden away down his socks and shoots him in the arm, and the bad guy escape in the boat.
The dam breaks. The Sheriff knocks the freelancer overboard - who somehow manages to outswim the waves, but is taken out by a gas tank.
Tom rescues Karen, shooting through the handcuffs. They get up onto the roof as the water rises. The Sherriff turns up, again, and starts taking shots.
Jim, in another boat, sees the action and decides to help out. He drives it towards the roof. The boat takes off, followed by the dodgy motor. The boat misses the Sheriff ... but the motor takes him out.
Karen, alone on the boat after Tom swims away, comes face to face with the Sheriff ... again ... but her rifle has no more bullets. Both Tom and Jim then fill the bad guy with bullets.
The real cops now show up and tell them to stop firing. Tom gets back into the boat with Karen - and tells Jim to get away. The Sheriff's body floats alongside Jim, with a money bag in hand, and Jim rows away a happy man at last.