
Jerry and Rachel are two strangers thrown together by a mysterious phone call from a woman they have never met. Threatening their lives and family, she pushes Jerry and Rachel into a series of increasingly dangerous situations, using the technology of everyday life to track and control their every move.
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Plot:
The film starts out with United States armed forces having a lead on a suspected terrorist in Balochistan. Getting a positive identification, before using a drone aircraft to kill him without harming innocent civilians, proves difficult. The Department of Defense's computer system recommends that the mission be aborted and the Secretary of Defense (Michael Chiklis) agrees with the recommendation, but the president orders the mission to be carried out. When all of the victims turn out to be civilians, the event blows up on them and gravely enraged, the terrorists retaliate with suicide bombings targeting U.S. citizens.
The film then focuses on Jerry Shaw (Shia LaBeouf), a Stanford University dropout who lacks direction and faces financial difficulty. He finds out that his more ambitious twin brother Ethan, an Air Force lieutenant with expertise in parallel algorithms and quantum electronics, was killed. 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 number of weapons, explosives, and forged documents. He receives a phone call from an unknown woman who explains that the FBI will apprehend him in thirty seconds and that he must escape.
Not believing her, he is caught by the FBI and sent to an interrogation room where he meets special agent Tom Morgan (Billy Bob Thornton). When Morgan leaves the room to meet with Air Force Office of Special Investigations Special Agent Zoe Pérez (Rosario Dawson), the unknown woman arranges Jerry's escape over a phone by a crane which hits the building. Jerry escapes and the unknown woman has him join up with single mother Rachel Holloman (Michelle Monaghan). The unknown woman is coercing Rachel into assisting Jerry by threatening to kill her son, Sam, a trumpet player on his way to Washington, D.C. by train 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, automated cranes, and even electrical wires. While Jerry and Rachel follow her instructions, the woman has other 'agents' (other people whom she has blackmailed) create a polymer 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 Kendall County, Indianapolis and Dayton, Ohio through various means. At one point when Jerry refuses to continue, they are directed to a Circuit City electronics store by the woman. Over several television screens she introduces herself to them: she is a top secret supercomputer, the same one seen in the beginning of the film, called "Autonomous Reconnaissance Intelligence Integration Analyst" (ARIIA) (voiced by Julianne Moore) and tasked with gathering intelligence from all over the world.
In light of the mistake made by the president which has put more American citizens in danger, ARIIA has decided that the executive branch is a threat to the public good and must be eliminated. ARIIA plans to destroy the president and his cabinet, and calls this Operation Guillotine. She has decided to leave the Secretary of Defense—who had agreed with her recommendation to abort the mission—as the successor to the presidency. ARIIA does not reveal this to Jerry or Rachel, merely explaining that she is trying to help the people of the United States.
At the Pentagon, Agent Pérez, with the help of Major Bowman (Anthony Mackie) who works with ARIIA there, discovers that Jerry's late brother, Ethan, worked as a technician for the computer and locked it down to prevent ARIIA from carrying out her plan. Pérez and Major Bowman warn 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 his matching biometrics to override the lockdown, allowing her to go ahead with the plan.
ARIIA shows Jerry a closed-circuit television footage displaying Ethan's fatal car crash, explaining that she orchestrated his death because he was a threat to her plans. 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 another of ARIIA's coerced agents, while Jerry is allowed to be caught by Agent Morgan. Having been warned by Agent Pérez, Morgan believes Jerry's story and takes him to the United States Capitol. ARIIA sends a MQ-9 Reaper UCAV after them. They barely escape the drone's first pass, and Agent Morgan (who's fatally wounded) sacrifices himself to destroy the drone and save Jerry. Meanwhile, Agent Pérez and Major Bowman return to the supercomputer and attempt to destroy it by draining the liquid nitrogen which cools ARIIA's main processor. ARIIA begins an upload to an off-site auxiliary processor, and Pérez, in desperation, takes a crowbar to the machine, destroying her once and for all.
Rachel is unknowingly given the necklace with the crystal explosive, as well as a pass to the Capitol to hear the president's State of the Union Address, by the man who helped her escape. During the speech, Sam's class, whose recital has been moved from the Kennedy Center to the Capitol, 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, the writers and fact checkers of the film's script having failed to account for the fact that the trigger-activating note occurs twice earlier in the song (corresponding to the lyrics "red glare") and would have detonated the bomb then. Jerry successfully gains entry dressed as a Capitol policeman and fires his pistol into the air, stopping the performance just before the deadly note. Jerry is then shot several times by Secret Service agents, who are unaware of the reasons of Jerry's actions.
In a hearing after the chaos ARIIA caused, the Secretary of Defense urges that another ARIIA supercomputer not be built. "Sometimes the very measures we put into place to safeguard our liberty become threats to liberty itself," he cautions them. Ethan posthumously receives the Medal of Honor and Agent Morgan posthumously receives the Commendation Medal, while Jerry, injured but alive and well, receives the Congressional Gold Medal for his actions. 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 tells Jerry that she's glad he's there. He responds, "Me too".