Policemen have always been the idols of Freddy Heflin (Sylvester Stallone). Due to being slightly deaf, Heflin could never pass the physical to become a police officer himself. However, because of his friendly, amiable nature, he's managed to get himself elected Sheriff of a small New Jersey county outside of New York City, and he lives in a town where many NYPD cops also live. Moe Tilden (Robert De Niro) is an Internal Affairs investigator for the NYPD, and his investigation of some crooked cops leads him to this small town, and to Sheriff Freddy Heflin. Heflin begins to help Tilden, and discovers that some of his heroes may have feet of clay.