In the Salton Sea in California, an underwater earthquake causes a crevice to open, releasing prehistoric giant molluscs. A rescue training parachute jump is conducted, but the patrol boat sent to pick up the jumper finds only a floating parachute. One sailor dives in but also disappears. The other sailor screams in terror as something rises from the water. When the patrol boat does not answer radio calls, Lt. Cmdr. John "Twill" Twillinger takes a rescue party out on a second patrol boat to investigate. They find the deserted patrol boat covered in a strange slime; the jumper's body then floats to the surface, now blackened and drained of bodily fluids. Twill takes a sample of the slime to the base lab for analysis, where he teams up with recently widowed Gail MacKenzie and Dr. Jess Rogers. A young couple disappear after going for a swim. U.S. Navy divers investigate and discover a giant egg and the body of one of the victims on the ocean floor. The divers are attacked by a giant mollusc (which looks like a giant caterpillar), which kills one of the divers. The mollusc attacks the boat, but Twill stabs it in the eye with a grappling hook. The egg is taken to the U.S. Navy lab for study and kept under temperature control to prevent it from hatching. The molluscs escape into an irrigation canal system, attacking livestock, a lock keeper, a trysting couple, and others. Navy divers locate a group of molluscs in the canal system, and use explosives to destroy them. In the meantime, Gail is at the lab with her young daughter, Sandy. Worried about the laboratory rabbits being cold in the laboratory’s lowered temperature, Sandy surreptitiously turns up the thermostat. Twill calls the laboratory and gets no answer. He arrives and finds that the hatched mollusc has Gail and Sandy cornered in a closet, where they ran to escape from the monster. He fights it with laboratory chemicals, a CO fire extinguisher and a live steam line until other Navy personnel arrive and shoot the mollusc.

Doug Masters, son of veteran USAF pilot Colonel Ted Masters, is a hotshot civilian pilot hoping to follow in his father's role. He receives a notice of rejection from the USAFA and Colonel Masters has been shot down and captured by the fictional Arab state of Bilya while patrolling over the Mediterranean Sea. Though the incident occurred in international waters, the Arab state's court finds Colonel Masters guilty of trespassing on its territory and sentences him to hang in three days. Deciding that the U.S. government will do nothing to save Colonel Masters' life, Doug devises his own rescue mission. He requests the help of Col. Charles "Chappy" Sinclair, a Vietnam veteran pilot currently in the Air Force Reserve, who, though he did not know Colonel Masters personally, had a favorable encounter with him years earlier and "knew the type." Chappy is initially skeptical but Doug convinces him that, with his friends, he has full access to the airbase's intelligence and resources and can give him an F-16 fighter for the mission. To Doug's surprise, Chappy had already begun planning a rescue operation after learning the outcome of Colonel Masters' trial. The team of Chappy and Doug devises a meticulously planned mission and procures two heavily armed F-16B jets, with Doug flying the second. On the day of Colonel Masters' scheduled execution, Doug and Chappy fly their jets to the Mediterranean Sea and cross into Bilyan airspace. The Bilyan military responds and in the ensuing battle, Doug and Chappy take out three fighters and destroy an airfield, with Chappy's plane being hit by anti-aircraft fire. He tells Doug to climb to a high altitude and play the tape he made the night before. Doug then listens as Chappy's engine fails and crashes into the Mediterranean Sea. Chappy's recorded voice gives Doug encouragement and details that help him to complete the mission and rescue Colonel Masters. Making the enemy believe he is leading a squadron, Doug threatens the enemy state into releasing Colonel Masters for pickup at an airfield. Before Doug lands his F-16, Colonel Masters is shot by a sniper, causing Doug to destroy the airbase and engulf the runway with napalm to keep the army at bay while he lands and picks up his wounded father. Just as they take off, Doug and Colonel Masters encounter another group of MiGs led by Col. Akir Nakesh, himself an ace pilot. The lone F-16 and Nakesh's MiG engage in a dogfight until a missile from Doug finishes off Nakesh. Low on fuel and ammunition, the F-16 is pursued by the other enemy MiGs when a flight of U.S. Air Force F-16s appears, warding off the MiGs before escorting Doug and Colonel Masters to Ramstein Air Base in West Germany. While Colonel Masters is being treated for his wounds, Doug is reunited with Chappy, who had ejected from his plane and was picked up by an Egyptian fishing trawler. The two are summoned by an Air Force judiciary panel for their reckless actions. Seeing that any punishment for the duo would expose an embarrassing lapse in Air Force security, the panel forgoes prosecution, provided that Doug and Chappy never speak of their operation to anyone. In addition, Chappy convinces the panel to grant Doug admission to the Air Force Academy. Days later, a plane assigned by the President returns to the U.S., reuniting Doug, Chappy and Colonel Masters with family and friends.

The minuscule European Duchy of Grand Fenwick is bankrupted when an American company comes up with a cheaper imitation of Fenwick's sole export, its fabled Pinot Grand Fenwick wine. Crafty Prime Minister Count Mountjoy devises a plan: Grand Fenwick will declare war on the United States, then surrender, taking advantage of American largesse toward its defeated enemies to rebuild the defeated nation's economy. Duchess Gloriana is hesitant but agrees to the plan. Mild-mannered game warden Tully Bascomb is charged as Field Marshal to lead the Grand Fenwick troops, aided by Sergeant Will Buckley. The contingent of 20 soldiers, in medieval chain mail uniform, travel across the Atlantic on a small merchant ship, arriving in New York Harbor during an air-raid drill that leaves the city deserted and undefended. They chance upon a civil defence truck and are mistaken for invading Martians, prompting an investigation by blustering but ineffectual General Snippet. Puncturing the tyres of the general's jeep with their bows and arrows, the Grand Fenwick troops take him and four police officers hostage. Still looking for a place to surrender, Tully and Will stumble across Alfred Kokintz, whose invention of the Q Bomb, capable of destroying an entire continent, has prompted the defence drills. He has built a football-sized prototype of the unstable bomb, which Tully takes possession of. With Kokintz and his attractive daughter Helen as additional hostages, Tully declares victory and returns with them to Grand Fenwick. The duchess indulges Tully's victory, and the prime minister resigns in disgust at Tully's blunder, leaving him as acting prime minister. When the incident is discovered, the U.S. government is thwarted from retaking the weapon and hostages by force, fearing the dishonour of attacking such a small and defenceless nation. Instead, they send the U.S. Secretary of Defense to discuss terms of surrender and get back the bomb. Meanwhile, Grand Fenwick receives competing offers of defensive aid from each of the world's powers, in exchange for the weapon. Tully becomes smitten with Helen, who initially despises him for taking them but falls for his simple charm. Then Snippet and Mountjoy conspire to steal the bomb and return it (and Helen) to America, but Tully gives chase and retrieves it. The Secretary of Defence and Tully agree to terms: the knock-off wine will be taken off the market, Grand Fenwick will receive monetary aid from the US, Helen and her father will remain in Grand Fenwick, and so will the bomb: held by "the little countries of the world" as a weapon of last resort if the superpowers refuse to disarm. Checking the bomb for damage, Tully, Helen and Kokintz find it was "a dud" all along, and leave it in the dungeon, conspiring to keep its impotence secret. However, after they leave, a mouse emerges from it, and it appears to rearm, sitting ready to explode if disturbed.

Psychiatrist Margaret Ford has achieved success with her recently published book about obsessive-compulsive disorder, but feels unfulfilled. Her patient, Billy Hahn, says his life is in danger because he owes money to a criminal figure named Mike Mancuso. He threatens suicide, brandishing a gun. Margaret persuades him to surrender the weapon to her and promises to help him. That night, Margaret visits a pool hall called House of Games where she confronts Mike. He is willing to forgive Billy's debt if Margaret accompanies him to a back-room poker game and watch for the tell of George, another player: he plays with his ring when he bluffs. She agrees, and notices George playing with his ring after making a big bet. She discloses this to Mike, who calls the bet. However, George wins and demands that Mike pay the $6,000 bet, which he is unable to do. George pulls a gun, but Margaret intervenes and offers to pay the debt with a personal check. She then notices the gun is a water pistol, and realizes the entire game is a confidence trick for her money. She declines to pay, but spends the rest of the night socializing with the con men. The experience excites her and she returns the next night. She asks Mike to teach her about con games so she can write a book about it. Mike appears skeptical, but agrees. Margaret is enchanted by Mike showing her simple con tricks. Eventually, the two sneak into a hotel room and have sex. Afterward, Mike tells Margaret that con artists take a small token from every "mark" to signify their dominance. While Mike is in the bathroom, she takes a small pocket knife belonging to the room's occupant. Mike says he is late for another large-scale con that he and his associates are planning at the same hotel. Mike reluctantly allows her to tag along, posing as his wife. The con involves Mike, his partner Joey, and the "mark", a businessman, discovering a briefcase full of money and taking it to a hotel room. They discuss whether to turn it in or split it among themselves. When the "mark" withdraws to the bathroom, Margaret discovers that he is an undercover cop part of a sting operation. She warns Mike, and they attempt to escape, but the cop tries to arrest them. After a struggle, Margaret accidentally causes the cop to fatally shoot himself. She, Mike, and Joey escape to the garage, where they force Margaret to steal a car and drive past two uniformed police officers with the con men concealed in the back seat. They drive the car to a riverbank and are preparing to abandon it when they discover that the briefcase, containing $80,000 borrowed from the Mafia for the con, is gone. Margaret offers to give Mike $80,000 of her own money so he can repay the mob. Mike tells Margaret they must split up to avoid any police attention, and claims to be going into hiding. Riddled with guilt, Margaret returns to her office and refuses to see any patients. Billy arrives in high spirits, and after a brief conversation, she spots him driving away in the same red convertible that she "stole" at the hotel. She tracks him to a bar and sees Mike, all his associates, the man posing as the hotel guest, and the fake undercover policeman, discussing the night's events - a scheme to con Margaret out of $80,000. She also learns that the pocket knife she stole from the hotel room belongs to Mike, who set up the room to appear occupied. He mocks Margaret for stealing it. After overhearing Mike is going to the airport that night, she intercepts him there and says she is so worried about the police that she has withdrawn her entire life's savings. In a non-public area, she pleads with him to start a new life with her. Mike is lured by the money, then realizes he is being tricked when she inadvertently reveals she overheard the con men discussing the pocketknife. He says her money is gone, but she pulls out Billy's gun and demands that he beg for his life. Disbelieving her, Mike refuses, but Margaret shoots him in the leg. When Mike curses her, she shoots him five more times, killing him. She calmly conceals the gun and leaves. Some time later, Margaret has returned from a vacation, she has written another successful book, and is meeting her friend and colleague Dr. Littauer. They talk over lunch, and Margaret says, "When you've done something unforgivable, you must forgive yourself, and that's what I've done, and it's done". While her friend is away from the table, Margaret distracts another diner and steals a gold lighter from her purse, relishing the thrill.

At Harvard Law School, James T. Hart attends his first day in a contract law course taught by Professor Charles W. Kingsfield Jr. When Kingsfield immediately delves into the material using the Socratic method, Hart is totally unprepared and is humiliated when Kingsfield asks him the first question. After class, Hart throws up in the bathroom. Hart is invited to join a study group with five others: Each member of the group agrees to focus on a specific course and write a synopsis of their notes to share with each other before the final exams. Hart chooses contract law. While out getting pizza, Hart is asked by a young woman, Susan Fields, to walk her home, as she says she feels uncomfortable about a man who has been following her. Hart returns to her house soon after and asks her on a date, after which they begin a complicated relationship: she resents the time he devotes to his studies and his fascination with Kingsfield, while he expects her to provide him with considerable attention and wants a firm commitment. When Hart and a select few of his classmates are invited to a cocktail party hosted by Kingsfield, he is stunned to discover that Susan is Kingsfield's married daughter. She is, however, separated from her husband and eventually gets a divorce. She and Hart break up and get back together several times. Hart categorizes his classmates into three groups: those who have given up; those who are trying but fear being called upon in class to respond to Kingsfield's questions; and the "upper echelon" who actively volunteer to answer. Hart strives to move from the second classification to the third, and succeeds as time goes on. Hart eventually learns of the existence of the "Red Set", the archived and sealed personal notes that Harvard professors wrote when they were students, which are stored in a locked room of the library. Late one night, Hart and Ford break into the library to read Kingsfield's notes. The mounting pressure gets to everyone as the course nears its end. Brooks attempts suicide and drops out of school. The study group is torn apart by personal bickering, with only three of the six members remaining. With final exams looming, Hart and Ford hole up in a hotel room for three days and study feverishly. On the last day of class, Hart and his classmates give Kingsfield a standing ovation. Later, when Susan brings Hart his mail at the beach, he climbs the highest rock, makes a paper airplane out of the unopened envelope containing his grades and sends it flying into the water. The film is a faithful adaptation of the novel, although it adds two elements not in the book: Hart's first name and middle initial (James T.), and his final grade in contract law (93, an A).

In 1912, Boy Scout Indiana Jones lives with his father Henry Jones Sr. in Moab, Utah. One day, while exploring caves on an excursion with his scout troop, Indy takes a crucifix owned by Francisco Vázquez de Coronado from a group of graverobbers led by a man named Garth, and after a brief chase on horseback and aboard a circus train, Indy flees to his home, where Garth and his men find him and confiscate the crucifix with the help of the local sheriff. Garth, however, admits his respect for the scrappy young man, and gives him his fedora before leaving. In 1938, Indy successfully takes back the crucifix from the employer of the graverobbers off the Portuguese coast. After returning to his university classroom in the United States, Indy learns his father has disappeared while searching for the Holy Grail and Henry's home was ransacked. Walter Donovan, his father's financial backer, tasks Indy with finding both Henry and the Grail. Indy receives a package containing Henry's diary, which includes his research on the Grail, and travels to Venice alongside Marcus Brody to meet Henry's associate Dr. Elsa Schneider. Beneath the library where Henry was last seen, Indy and Elsa discover a catacomb containing an inscribed shield which reveals that the path to the Grail begins in Alexandretta. The two are subsequently attacked by a mysterious group who reveal themselves to be the secret Brotherhood of the Cruciform Sword, dedicated to protecting the Grail. After saving the group's leader Kazim, Indy learns that Henry is being held at Brunwald Castle in Austria. Indy entrusts Marcus with a map from the diary detailing a route to the Grail and sends him to Alexandretta to rendezvous with their old friend Sallah. Discovering their rooms have been ransacked, Indy reveals the diary's existence to Elsa before they sleep together. In Austria, Indy and Elsa infiltrate the castle, discovering it to be under Nazi control commanded by Standartenführer Ernst Vogel. Indy finds Henry and tries to escape, but surrenders after Vogel holds Elsa at gunpoint. She reveals herself and Donovan to be Nazi collaborators and takes the diary. After arriving in Alexandretta, Marcus is captured by the Nazis as well. Elsa returns to Germany, while Indy and Henry escape the castle before traveling to Berlin, where Indy retrieves the diary during a book burning rally hosted by Adolf Hitler. After recovering it from Elsa, Indy and Henry flee on a Zeppelin. Soon the zeppelin reroutes back to Germany, forcing Indy and his father to commandeer a spare plane before evading two Luftwaffe planes pursuing them. Once Indy and Henry arrive in Hatay, Sallah informs them that the Nazis have also traveled there using the map. While they are following the trail, the Nazis are ambushed by Kazim and the Brotherhood, but the Nazis manage to kill them all. Henry takes advantage of the distraction to try to rescue Marcus but is captured; Indy attacks the Nazi convoy in response and is eventually able to destroy it with help from Henry and Marcus while sending Vogel and his tank over the cliff. Indy, Henry, Marcus, and Sallah proceed to a temple containing the Grail, where they observe the Nazis attempting to overcome the temple's traps before being captured. Donovan forces Indy to find safe passage for them by mortally wounding Henry; a drink from the Grail can heal him. With the help of the diary, Indy overcomes the traps and finds a room with many cups and an ancient knight, who explains that only one cup is the true Grail. Donovan and Elsa enter the room, and Elsa deliberately gives him the wrong cup, killing Donovan after he drinks from it. Indy identifies the true Grail and saves Henry's life with a warning from the knight that the Grail can never cross the great seal. Elsa ignores the warning, setting off a cataclysm in the temple; she falls to her death trying to take the Grail, and Indy nearly suffers the same fate before Henry convinces him to let it go. The Grail falls into an abyss as Indy and his companions escape and ride off into the sunset.

Karol Borowiecki (Daniel Olbrychski), a young Polish nobleman, is the managing engineer at the Bucholz textile factory. He is ruthless in his career pursuits, and unconcerned with the long tradition of his financially declined family. He plans to set up his own factory with the help of his friends Max Baum (Andrzej Seweryn), a German and heir to an old handloom factory, and Moritz Welt (Wojciech Pszoniak), an independent Jewish businessman. Borowiecki's affair with Lucy Zucker (Kalina Jędrusik), the wife of another textile magnate, gives him advance notice of a change in cotton tariffs and helps Welt to make a killing on the Hamburg futures market. However, more money has to be found so all three characters cast aside their pride to raise the necessary capital. On the day of the factory opening, Borowiecki has to deny his affair with Zucker's wife to a jealous husband who, himself a Jew, makes him swear on a sacred Catholic object. Borowiecki then accompanies Lucy on her exile to Berlin. However, Zucker sends an associate to spy on his wife; he confirms the affair and informs Zucker, who takes his revenge on Borowiecki by burning down his brand new, uninsured factory. Borowiecki and his friends lose all that they had worked for. The film fast forwards a few years. Borowiecki recovered financially by marrying Mada Müller, a rich heiress, and he owns his own factory. His factory is threatened by a workers' strike. Borowiecki is forced to decide whether or not to open fire on the striking and demonstrating workers, who throw a rock into the room where Borowiecki and others are gathered. He is reminded by an associate that it is never too late to change his ways. Borowiecki, who has never shown human compassion toward his subordinates, authorizes the police to open fire nevertheless.

Professor Rafał Wilczur (Jerzy Bińczycki) was a successful surgeon in Poland in the early 20th century, whose wife leaves him with their small daughter for another man. Wilczur meets a man named Samuel who asks Wilczur to help him financially. The two men go to a bar and get drunk. Wilczur gets robbed and beaten up and loses his memory after hitting his head. Suffering from amnesia, he ends up in a small village, working as a farm laborer for years and is known there as Kosiba. He eventually starts healing the other villagers, and performs surgery on an injured young woman Maria (Anna Dymna). The existing doctor in the area (Andrzej Kopiczyński) sues Wilczur for using the doctor's surgical instruments. In court for this case, he is recognized as the missing famous surgeon by an expert witness Dobraniecki in the case (Piotr Fronczewski), and he then begins to regain his memory. He then realizes that the young woman he saved is his daughter, and the two are reunited. He is told that his former wife died of tuberculosis shortly after leaving him, and the daughter ended up in an orphanage. Maria then marries Leszek (Tomasz Stockinger), the son of a local nobleman.

On July 5, a mysterious phenomenon briefly darkens the sky over Hamilton, New Zealand. Zac Hobson, a scientist working on Project Flashlight (an experiment designed to create a wireless global energy grid), awakens to find all radio transmissions silent. He soon discovers that humanity has vanished, evidenced by deserted cities and the wreckage of a passenger plane with no bodies. At his laboratory, Zac finds his superior Perrin dead and a message indicating that Project Flashlight has been completed. Concluding that the experiment caused the mass disappearance, which he calls “The Effect,” Zac narrowly escapes the lab's automated radiation lockdown. Believing himself to be the last person on Earth, he struggles with isolation and mental instability before gradually regaining composure. Zac later encounters two other survivors: Joanne and Api. They deduce that they survived because each was momentarily clinically dead when the Effect occurred. As the three form a fragile community, Zac discovers that universal physical constants are destabilising, causing the Sun to become increasingly volatile. Fearing a second catastrophe, they decide to destroy the Flashlight facility. Zac ultimately sacrifices himself by detonating explosives at the installation just as another Effect occurs. He awakens alone on a strange beach beneath unfamiliar skies, watching a massive ringed planet rise above the horizon, uncertain of his fate or reality.

In 1901, recently orphaned 10-year-old Mary Lennox is sent from her home in British India to her uncle Lord Archibald Craven's mansion, Misselthwaite Manor, in Yorkshire, England. She was unloved and neglected by her parents, who were killed by an earthquake in India. As a result, Mary is cold, self-centered and so repressed that she is unable to cry. Head housekeeper Mrs. Medlock informs Mary that her uncle, who spends most of his time away, will likely not see her. Mary hears strange sounds of crying in the house and discovers a hidden door in her room that leads to uninhabited areas, including her aunt's old room. There, she discovers a large key. Mrs. Medlock continuously sends Mary to play out on the grounds to keep her occupied whenever the crying starts in the house. Mary discovers her late Aunt Lilias' walled garden, which has been locked up since her death 10 years prior. She realizes that the key she found earlier unlocks the garden but keeps it a secret. She befriends Dickon Sowerby, the younger brother of the manor's housemaid, Martha. Dickon is an outdoorsy boy who is good with animals. Mary and Dickon slowly clean up the secret garden, and Mary becomes happier. She also finally meets her uncle, who is sullen but kind. Hidden away in the mansion is Lord Craven's son and Mary's cousin, Colin Craven, who has been treated like a sickly invalid his entire life. A spoiled, short-tempered boy, he has never left his room nor ever walked and is confined to his bed or uses a wheelchair. His father barely comes to see him in fear that Colin will die soon and he will lose his son. Mary eventually discovers Colin, learning that he was the source of the crying in the house. Although taken aback by his difficult nature, she puts her foot down and refuses to give in to his whims, showing him that he is not really sick. Encouraged by Mary, Colin goes outside for the first time, and Mary and Dickon take him to the secret garden. The three children grow close and spend their free time in the garden every day, where Colin, with their help, learns to walk. The trio keep all of this a secret from the staff. Colin wants his father to be the first one to see him on his legs. Lord Craven has a dream of his late wife Lilias calling to him and returns home. In the secret garden, he sees Colin walking for the first time, leaving him speechless with joy. Mary bursts into tears for the first time in her life, certain that she is unwanted by her uncle and the garden will be locked up again as he had ordered it to be. Lord Craven reassures her that she is now part of the family. Promising never to lock it up again, he thanks her for bringing his family back to life. Dickon informs his older sister and the rest of the manor staff of the good news. The staff watch in shock and joy as Lord Craven and the children come home together.

Neil McCauley, a Los Angeles professional thief, and his crew—Chris Shiherlis, Michael Cheritto, Gilbert Trejo, and new recruit Waingro—rob $1.6 million in bearer bonds from an armored car. Waingro, who unbeknownst to McCauley is an active serial killer who targets underaged prostitutes, kills a guard without provocation, forcing the crew to kill two other guards. McCauley plans to kill Waingro for the guards' deaths, but Waingro escapes. LAPD Robbery Homicide Detective Lieutenant Vincent Hanna and his team investigate the robbery. Hanna, a dedicated lawman and former Marine, has a strained relationship with his third wife, Justine, and struggles to connect with his stepdaughter, Lauren. McCauley, who lives a solitary life, begins a relationship with Eady, a graphic designer who is new to Los Angeles and has no local connections. McCauley's fence Nate suggests selling the stolen bonds to their original owner, money launderer Roger Van Zant. Van Zant pretends to agree, but instead arranges an ambush. Anticipating a trap, McCauley and his crew counter-ambush and kill the hitmen. Afterward, McCauley threatens to kill Van Zant. An informant connects Cheritto to the robbery, and Hanna's team begins monitoring him, identifying the rest of the crew and their next target, a precious metals depository. The team stakes out the depository and subsequently breaks in, but when a careless officer makes a noise, McCauley aborts the heist. Unable to prove McCauley's crew stole anything, Hanna reluctantly lets them escape. McCauley's crew plans one final bank robbery worth $12.2 million. Hanna stops McCauley on the 105 Freeway and invites him to coffee. They discuss their dedication to their jobs and personal limitations. Hanna talks about his failing marriage, and McCauley admits he is also isolated. Both men express mutual respect, but declare they will kill the other if necessary. Waingro makes a deal with Van Zant to eliminate McCauley's crew. Trejo backs out of the heist after suspecting he is being monitored by the LAPD. McCauley hires old colleague Don Breedan as the getaway driver, and they execute the heist. Tipped by Van Zant's associate Hugh Benny, the LAPD intercepts the crew after leaving the bank, sparking a shootout. Breedan and Cheritto, along with many police, are killed, while Shiherlis is wounded. McCauley and Shiherlis manage to escape, and McCauley takes Shiherlis to a doctor before leaving him with Nate. Suspecting Trejo tipped off the police, McCauley goes to his house to find him mortally wounded and his wife dead. Before asking McCauley to kill him, Trejo reveals Waingro and Van Zant were responsible and forced him to disclose the bank heist. McCauley kills Van Zant at his home, while Hanna's team detains Benny. Discovering McCauley's connection to Waingro, who is hiding in a hotel, Hanna uses Waingro as bait to lure McCauley. As McCauley plans to retreat, Eady discovers his criminal identity but agrees to go with him. Shiherlis plans to reconcile with his estranged wife Charlene, who is being forced by the LAPD to bring him in. When Shiherlis arrives at Charlene's safe house, she warns him off with a hand gesture and he escapes. Having separated from Justine, Hanna finds Lauren in his hotel room, unconscious after attempting suicide. He rushes her to the hospital and saves her life. Hanna reconciles with Justine, although the two agree that their marriage will never work. McCauley drives with Eady to the Los Angeles International Airport to flee to New Zealand via private jet. However, when Nate gives him Waingro's location, McCauley abandons his usual caution to seek revenge. Posing as hotel security and triggering a fire alarm evacuation, McCauley infiltrates the hotel and kills Waingro in his room. However, as McCauley returns to Eady, he is spotted by Hanna and flees. Hanna chases McCauley onto the tarmac at the airport, and the two stalk each other before Hanna gets the upper hand and shoots McCauley. Hanna takes McCauley's hand as he dies of his wounds.

Dr. John Harvey Kellogg opened a sanitarium in Battle Creek, Michigan, where he practiced his unusual methods for maintaining health, including colonic irrigation, electrical stimulus and sexual abstinence, vegetarianism and physical exercise. The sanitarium attracts well-to-do patients including William and Eleanor Lightbody, who are suffering from poor health following the death of their child. On their way to Battle Creek they meet Charles Ossining, who is hoping to make a fortune by exploiting the fad for health food cereals. Ossining finds a partner in Goodloe Bender. Having enlisted the services of George Kellogg, the doctor's estranged adopted son, they attempt to produce "Kellogg's Perfo Flakes". In the sanitarium, Will Lightbody is separated from his wife, and is soon harboring lustful thoughts toward Nurse Graves and patient Ida Muntz. His wife Eleanor, meanwhile, befriends Virginia Cranehill, who has a modern attitude toward sexual pleasure, influenced by the works of Dr. Lionel Badger. Will eventually succumbs to Ida Muntz's charms. Later he learns that Ida has died during treatment. Following the electrocution of a patient in the defective sinusoidal bath, and the discovery of yet another death, Will suffers a breakdown, flees the sanitarium, gets drunk and eats meat. At a restaurant, he meets Ossining, and agrees to invest $1,000 in his health food business. Will returns drunk to the sanitarium, where he is reprimanded by Dr. Kellogg and is abandoned by a distraught Eleanor. Ossining's business is a disaster, with no edible product. He and the partners resort to stealing Kellogg's cornflakes and repackaging them in their own boxes. Ossining meets his aunt, his sole investor, on visiting day at Kellogg's sanitarium, and is there exposed as a fraud and arrested. Nurse Graves attempts to seduce Will, who is guilt-stricken and spurns her advances. He searches for Eleanor, only to find her and Virginia Cranehill receiving clitoral massages from Dr. Spitzvogel while Dr. Badger masturbates. Will is incensed, thrashes Dr. Spitzvogel with a branch and takes Eleanor away. George Kellogg visits his father, but things go badly. George burns down the sanitarium. In the ensuing chaos, Ossining escapes. Kellogg seems to reconcile with George in the mud bath in the aftermath of the fire. In a final coda, the Lightbodys have reconciled and are happily married, with four daughters. Will receives a check for $1,000 from Ossining, who has become a cola beverage tycoon. Dr. Kellogg dies of a heart attack while diving from a high board.