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While trying to lead a normal life with girlfriend Sarah Ross (Mary-Louise Parker), Frank Moses (Bruce Willis) is approached by Marvin Boggs (John Malkovich), who is afraid that there are people following them, but Frank shrugs him off. After appealing a second time, Marvin drives off, but his car is blown up. Sarah convinces Frank, who does not believe Marvin is dead, to go to Marvin’s funeral, and after the funeral, Frank is taken to be interrogated at a Yankee White Facility. During the interrogation, Jack Horton (Neal McDonough) appears, killing most of the facility’s personnel, and tells Frank that he will torture Sarah in order to get information out of Frank. Frank manages to escape with the help of Marvin, who turns out to be alive, and they go on the run with Sarah. Marvin explains that he and Frank were being hunted down because they were listed as participants in a secret operation codenamed Nightshade. The operation was conducted in the Cold War in order to smuggle a nuclear weapon into Russia piece by piece. Victoria (Helen Mirren) calls and tells them she has accepted a contract from MI6 to kill Frank. Meanwhile, top contract killer Han Jo-bae (Lee Byung-hun) is given a contract to kill Frank as well.

Frank, Marvin, and Sarah travel to Paris to track down a man nicknamed “The Frog” (David Thewlis), with Han, whose plane they stole, and the Americans on their tails. As they arrive in Paris, they are stopped by Katya (Catherine Zeta-Jones), a Russian secret agent who Frank had a relationship with earlier in his career. Katya is in search of Nightshade as well, and teams up with them to find The Frog. After The Frog flees from them, Frank and Katya catch him and bring him back to his house, where Sarah succeeds in wooing him to help them. The Frog gives them the key to his security box, which Katya attempts to take from Frank after drugging him, but Marvin gives her a fake key. He, Frank, and Sarah find documents in the security box which point to Dr. Edward Bailey (Anthony Hopkins), a brilliant physicist, as the creator of the bomb involved with Operation Nightshade.

They find out that Bailey is still alive, having been held in an asylum for the criminally insane in London for thirty-two years. After arriving in London, the trio are confronted by Victoria, but Victoria helps to fake their deaths. Victoria then poses as an insane woman in order to gain access to the asylum. Frank and Victoria meet Bailey, who is hyperactive and does not respond to their questions. After a while, Bailey reveals that the bomb is still in Moscow. They go to Moscow, and after a close call with Han, Bailey comes to the conclusion that he hid the bomb in the Kremlin. They break into the Kremlin, and Bailey locates the bomb, but as they are about to leave, they are stopped by Katya. Frank convinces her to return to their side As they celebrate their success, Victoria calls Frank from London and tells him that Bailey was locked up because he wanted to see the bomb go off. Bailey holds Frank at gunpoint and confirms Victoria’s message, revealing that he made a deal with Horton and the Americans to leave with the bomb. He then shoots Katya, staging her death at Frank’s hands, and leaves. Horton reneges on his deal with Bailey, intending to question him, but Bailey escapes by using a nerve agent he created. Bailey moves to the Iranian embassy in London, and as Frank attempts to follow, he is confronted by Han, and after a fistfight, Frank asks Han to join sides with him and stop the bomb. Han eventually relents, and they set in place a plan to recapture Bailey and the bomb.

Sarah seduces the Iranian ambassador and takes him hostage on the pretext of women’s rights in Iran. Marvin sets in place a diversion, and the rest come in disguise to “fix” the problem. When they arrive, they discover that Bailey has set the bomb timer off. Bailey kidnaps Sarah and goes to the airport to escape the imminent explosion. Frank, Marvin, Victoria, and Han give chase, but are themselves chased by guards from the embassy. After they escape, they arrive at the airport, and Frank saves Sarah from Bailey, but is forced by him to take the bomb off the plane. They reunite with Marvin, Victoria, and Han and wait for their imminent deaths, but the bomb explodes in the air. Frank reveals that he sneaked the bomb on the plane. The movie closes with a scene showing Sarah enjoying herself on a mission with Frank and Marvin.

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Synopsis below from IMDB.Com:

 

In the year 2154, the very wealthy live on Elysium, a Stanford torus high-tech space station governed by President Patel (Faran Tahir), in a utopian setting which includes access to private medical machines that offer instant cures, while everyone else lives below on the overpopulated, disease-ridden, ruined “Third World slum” that Earth has become. Those who maintain Elysium will stop at nothing to enforce anti-immigration laws and preserve their citizens’ lifestyle, even destroying ships that attempt to get there.

After an industrial accident leaves him dying of radiation poisoning, 36-year-old factory-worker and ex-con Max Da Costa (Matt Damon) has only five days to get from Los Angeles to Elysium in order to be cured. Max is fitted with a powerful exoskeleton and attempts to kidnap a rich businessman (William Fichtner) in order to steal his identity and hijack his way into Elysium. This pits him against Elysium’s Secretary of Homeland Security Delacourt Rhodes (Jodie Foster) and her violent secret police forces, led by Agent Kruger (Sharlto Copley).

A childhood Max has a girl friend Freya who can read. Max lives in an orphanage with a kindly nun. Max wishes someday to go to Elysium, the wheel like space station hanging in the sky above. The nun says he is born to do something great.

Adult, Max (Matt Damon) wakes and goes to a bus stop in a favela-like LA. He is roughed up by two police robots who break his arm. At the hospital he meets Freya (Alice Braga) a nurse, after many years apart. Max also has to go the parole office and check in with the automated officer. Arriving late for work he is chewed out by his supervisor. Max works in a robot assembly plant. In a glass booth above the shop floor, Carlyle (William Fichtner) the company owner observes.

Three rogue ships fly toward Elysium. Delacourt (Jodie Foster) the Security head, orders them shot down. From earth, her covert ground operative Kruger (Sharlto Copely) launches guided missiles at the shuttles. Two are destroyed but one manages to land. A mother breaks into a mansion and uses the medical pod to cure her child. However, everyone is arrested. Later Delacourt is brought before the President and his cabinet, they are dismayed by the use of extreme force. As well, Kruger is discharged from service. Delacourt angrily claims the methods are needed to save their way of life.

The next day Max goes to work again, a friend Julio (Diego Luna) tries to get him to return to criminal activities, Max wants to go straight. At work all is normal until the machine he operates jams. The supervisor orders him to go inside, Max hesitates but enters. Suddenly the door closes on him and the machine irradiates Max. He is saved but a med robot declares he has five days to live, has Max sign a release and gives him some painkillers. Carlyle orders Max removed.

Stumbling home Max meets Julio and says he has to get to Elysium, he will do whatever for Spider. They go to a high tech rebel command centre led by Spider (Wagner Moura). They agree Max has to download info from a rich guy’s brain implant as payment. Also, in his weakened state, the techs screw a 3rd Generation exoskeleton to Max and attach an implant device to his skull.

Delacourt meets secretly with Carlyle and plans a coup in return for 200 years arms contract. Carlyle has the main computer security program.

The next day Max, Julio and two other rebels approach Carlyle’s compound, he has just uploaded a modified security program to his implant with a death code safety lock. Max hits the flying Bugatti with a small bomb and it crashes a short distance away. Max and his gang give chase and fight Carlyle’s two guard robots. Meanwhile Delacourt sees what is going on and orders Kruger back to service, he is picked up by an assault craft and they arrive at the battle. Max gets used to his skeleton and weapons but Carlyle is mortally wounded in the crossfire, the rebels just manage to download the implant before Kruger arrives firing. Max is the only survivor and manages to escape, although badly wounded. He finds his way to the hospital and calls out to Freya as she is ready to go home. Freya takes Max and her daughter home.

Kruger and his assault team launch probes to search for Max and Delacourt shuts down LA airspace. Freya stitches up Max and he gets a good sleep. In the morning Max goes to leave, Freya needs help for her daughter, who has a disease. Max says he cannot help and leaves. A probe spots him right away and Kruger flied toward him. Max knocks the probe out with a rock and escapes to Spider’s HQ. Kruger arrives at Freya’s and takes her and the girl prisoner. Spider plugs into Max’s implant to study what is there, he sees it is the master program for Elysium security. They realize how important it is. Max realizes he can trade it for his cure and leaves, he is out in the open and Kruger lands close by. Max has a grenade and threatens to blow his head off unless he is taken to Elysium. Kruger readily agrees and Max comes aboard.

As the assault craft leaves for space Delacourt reopens LA airspace. Spider and a group board a rebel shuttle and follow.

Kruger’s craft enters the space station inner orbit. One of the soldiers taunts Max and a fight breaks out, the grenade goes off injuring Kruger and the shuttle crash lands. Max, Freya and the daughter are taken prisoner. Spider and a small group land nearby and go towards Max. Delacourt takes the chance to tell the President as an act of war she is in charge.

Max is plugged in and Delacourt’s techs begin the upload. Delacourt goes to the armoury where Kruger has just received a new skin grafted face. She reams him out for the crash landing, but Kruger suddenly stabs her in the neck with a piece of broken glass. The soldiers throw her into the same locked room as Freya. The nurse attempts to help Delacourt but it is too late, she dies. Kruger has now put on a exoskeleton also and he and his two men leave to look for Max. They also toss grenades and create havoc in the Elysium command centre.

Max recovers and breaks free of his restraints and the upload. He makes his way to the armoury and finds Freya. He fights off one of Kruger’s men and sends Freya and the girl up an elevator, telling them to find a med pod. He says he will be right behind. Max then meets up with Spider and they head for the computer lab. Kruger attacks and kills some of the rebels. In a desperate fight on a high catwalk Max finally defeats the crazed Kruger, but again is badly wounded. Spider and Max manage to start the upload, at the end they realize Max will die from the death code. Max calls Freya and sadly says goodbye. He presses the final key and slumps, dead. Spider modifies the citizen protocols to make everyone on Earth an Elysiumite. Freya’s daughter is cured of leukaemia and the guard robots refuse to obey orders. The master computer sends a fleet of medical shuttles with pods down to earth to start curing people.