The United States armed forces have a lead on a suspected terrorist in the Middle East, but as the man is a recluse, getting a positive ID proves difficult, and the DOD's computer system recommends that the mission be aborted. The Secretary of Defense (Michael Chiklis) agrees with the abort recommendation, but the President orders the mission be carried out anyway. This turns into a political backlash when all those killed turn out to be civilians, and retaliatory bombings are carried out in response.
Jerry Shaw (Shia LaBeouf) is a Stanford University dropout who lacks direction and faces financial difficulty. He finds out his twin brother Ethan, an Air Force lieutenant, is dead. Following the funeral in January 2009, he goes to withdraw some money from an ATM and is surprised to see that he has $751,000 in his account. When he returns home, he finds his apartment filled with a large amount of weapons, explosives, and forged documents. He receives a phone call from an unknown woman, who explains that the FBI is about to apprehend him in thirty seconds and that he must escape.
Not believing her, he is caught by the FBI, and is sent to an interrogation room where he meets Special Agent Thomas Morgan (Billy Bob Thornton). When Morgan leaves the room to meet with Air Force Office of Special Investigations Special Agent Zoe Perez (Rosario Dawson), the unknown woman arranges Jerry's escape over a phone and has him join up with single mother Rachel Holloman (Michelle Monaghan). Rachel is being coerced by the unknown woman into assisting Jerry, by threatening to kill her son, Sam, a trumpet player on his way to Washington, D.C. from Chicago for a band recital.
The woman helps the pair to avoid the Chicago Police and FBI units, demonstrating the ability to remotely control virtually any networked device, such as traffic lights, cell phones, and even automated cranes. While Jerry and Rachel follow her instructions, the woman has other 'agents' have a crystal explosive made into a necklace and its sound-based trigger placed inside Sam's trumpet. Jerry and Rachel are led from Chicago to Washington, D.C. via Indianapolis and Dayton through various means. They reach a Circuit City electronics store to which the woman directs them. Over several television screens she introduces herself to them: she is a top secret supercomputer called "Autonomous Reconnaissance Intelligence Integration Analyst" referred to as Ariia tasked with gathering intelligence from all over the world. Ariia can control virtually anything electronic and has been monitoring both their lives and brought both Jerry and Rachel to her.
In light of the mistake made by the President at the beginning of the film, Ariia has decided that the executive branch is a threat to the public good and must be eliminated. Ariia plans to destroy the President's cabinet, and calls this Operation Guillotine. It has decided to leave the Secretary of Defense, who had agreed with its recommendation to abort the mission, as the successor to the presidency. It does not reveal this to Jerry or Rachel, merely explaining that it is trying to help the people of the United States.
At the Pentagon, where Ariia is housed, Agent Perez discovers that Ethan worked as a technician for the computer and locked it down to prevent Ariia from carrying out her plan. Perez warns the Secretary of Defense and they discuss the situation in a sealed room to prevent Ariia from hearing their conversation. Jerry and Rachel arrive at the Pentagon and are led to the supercomputer, where Ariia forces Jerry to impersonate Ethan and use an override code allowing her to go ahead with the plan.
Watching CCTV footage displaying Ethan's fatal car crash Jerry realizes that Ariia orchestrated Ethan's death (by sabotaging traffic lights) because Ethan could have stopped Operation Guillotine. Ariia then instructs Rachel to eliminate Jerry to prevent the lock from being reinstated, but Rachel cannot bring herself to do it. Rachel is led out of the building by Ariia while Jerry is caught by Agent Morgan. Having been warned by Agent Perez, Morgan believes Jerry's story and takes him to the United States Capitol. Ariia sends a MQ-9 Reaper UCAV after them. Barely escaping the drone's first pass Agent Morgan has to sacrifice himself to destroy the drone and save Jerry.
Meanwhile, Agent Perez returns to the supercomputer and attempts to help destroy it. Rachel is unknowingly given the explosive necklace by an official who is also coerced by Ariia and sent to watch the President's speech. Sam's class, whose recital has been moved from the Kennedy Center to the Capitol for the President's State of the Union Address, begins to play.
The trigger that will set off the explosive necklace is set to activate when Sam plays a "high f" on his trumpet corresponding to the word "free" in the last stanza of the U.S. national anthem. Jerry successfully infiltrates the vicinity dressed as a Capitol policeman and fires his pistol into the air, stopping the performance and emptying the room just as Sam starts to play the note. Jerry is then shot several times by a Secret Service agent, who is unaware of the reason for Jerry's actions.
In a hearing after the chaos Ariia caused, the Secretary of Defense urges that another supercomputer should not be built: "sometimes the very measures we put into place to safeguard our liberty become threats to liberty itself." Ethan posthumously receives the Medal of Honor while Jerry, injured but alive and well, receives the Congressional Gold Medal. The film ends with Jerry attending Sam's birthday party. Rachel thanks him for attending, which her ex-husband had never done, and kisses him on the cheek. She then tells Jerry that she's glad he's there. He then responds, "Me too."
Cast
Shia LaBeouf as Jerry Shaw
Michelle Monaghan as Rachel Holloman
Billy Bob Thornton as Thomas
Rosario Dawson as Zoe Perez
Michael Chiklis as George Callister
Ethan Embry as Toby Grant
Anthony Mackie as Major William Bowman
Cameron Boyce as Sam Holloman
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