Speed Racer is a young man passionate about automobile racing. His parents, Pops and Mom, run Racer Motors, which involves his brother Spritle, their pet chimpanzee Chim Chim, mechanic Sparky, and his girlfriend Trixie. He also idolizes his late older brother Rex, who was killed racing in the Casa Cristo 5000, a deadly cross-country rally. Now starting his own career, Speed is rapidly gaining fame with his brother's Mach 5 and his own T-180 car, the Mach 6, while focusing on racing and family. One day, E.P. Arnold Royalton, CEO of Royalton Industries, offers Speed a luxurious lifestyle in exchange for racing with him; Speed declines due to his father's distrust of corporations. Angered, Royalton reveals that key races have been fixed by corporate interests, including himself. As a show of power, Royalton has one of his drivers crash Speed's Mach 6 during a race, and also has Racer Motors sued for intellectual property infringement. Speed can retaliate through Inspector Detector, head of a corporate crimes division, since fellow racer Taejo Togokahn has evidence to indict Royalton but will only share it if Speed and the masked Racer X race for his team in the forthcoming Casa Cristo 5000, which could raise his family's racing business stock and block a Royalton buyout. Speed accepts but keeps it secret from his family, and Detector's team makes defensive modifications to the Mach 5 for the race. After driving together and working as a team, Speed begins to suspect that Racer X is Rex in disguise. His family discovers that he has entered the race and agrees to support him. With Trixie and his family aiding him, Speed defeats many brutal racers bribed by fixer Cruncher Block and overcomes obstacles to win the race, while Detector's team arrests Block. However, Taejo's plan is revealed to be a sham, as his true intention was to boost his family's company to secure a higher price for Royalton's buyout. Enraged by this news, Speed confronts Racer X, suspecting he is Rex. Racer X removes his mask, revealing an unfamiliar face and stating that Rex is dead, but advises Speed to stay true to himself and find his own reason to race. Speed returns home, planning to leave, but Pops expresses pride in him and admits his own stubbornness drove Rex away. Taejo's sister Horuko unexpectedly arrives with Taejo's rejected invitation to the Grand Prix. The Racer family unites and builds a new Mach 6 in 32 hours. Speed enters the Grand Prix with Inspector Detector against great odds; Royalton has placed a $1,000,000 bounty on him, and he faces future Hall of Famer, five-time WRL champion, and two-time Grand Prix champion Jack "Cannonball" Taylor. Speed overcomes a slow start to catch up with Taylor, who cheats using a spear hook to tie the Mach 6 to his car. Speed reveals it to the cameras, exposing Royalton's crimes, causing Taylor to crash and lose, and eventually winning the race. As Racer X watches from afar, a flashback montage reveals him to be Rex, having faked his death, secretly attended his funeral, and undergone facial plastic surgery to protect Speed. He chooses not to reveal his identity to his family, opting to live with the consequences of his choice. The Racer family celebrates Speed's victory, and Taejo testifies against Royalton and his henchmen, causing Royalton to be imprisoned for his crimes.

The entity known as the Beast and his army of Slayers travel the galaxy in a mountain-like spaceship called the Black Fortress, intent on enslaving the planet Krull, as he has done to many other worlds. Ynyr recites the prophecy that was given for him to know: " A girl of ancient name shall become queen. She shall choose a king, and together they shall rule our world, and their son shall rule the galaxy. " Prince Colwyn and Princess Lyssa plan to marry in the hope that their two kingdoms' combined forces can defeat the Beast's army. However, the Slayers attack before the wedding is completed, devastating the native Krull armies, wounding Colwyn, and kidnapping Lyssa. Colwyn is nursed back to health by Ynyr, the Old One. Ynyr tells Colwyn that the Beast can be defeated with the Glaive, an ancient, magical, five-pointed weapon resembling a large throwing star with retractable blades. Colwyn retrieves the Glaive from a mountain cave, and sets out to find the Black Fortress, which teleports to a new location every sunrise. As they travel, Colwyn and Ynyr are joined by the magician Ergo "the Magnificent" and a band of nine thieves and fighters — Torquil, Kegan, Rhun, Oswyn, Bardolph, Menno, Darro, Nennog, and Quain. The cyclops Rell later joins the group. Colwyn's group travels to the home of the Emerald Seer and his apprentice, Titch. The Emerald Seer uses a crystal to view where the Fortress will teleport next, but the Beast remotely crushes the crystal with magic. The group travels to a swamp that the Beast's magic cannot penetrate, but Darro is lost to a Slayer attack, and Menno to quicksand. A changeling agent of the Beast kills the Emerald Seer and assumes its victim's form, but the agent is discovered and killed by Rell and Colwyn. Another changeling is instructed by the Beast to seduce Colwyn. This is meant to convince Lyssa that Colwyn does not love her. However, he rejects the changeling's advances, and Lyssa – witnessing this through a vision provided by the Beast — affirms that love triumphs over might. The Beast, though, forces her to consider marrying him so that he will halt the Slayers' attacks. Ynyr leaves the group to seek the Widow of the Web, an enchantress who loved Ynyr long ago and was exiled to the lair of the Crystal Spider for murdering their only child. The Widow reveals where the Black Fortress will be at sunrise. She also gives Ynyr the sand of an enchanted hourglass to keep the Crystal Spider at bay and the injured Ynyr alive. As the Crystal Spider attacks the Widow, Ynyr returns to the group to reveal the location of the Black Fortress. As he speaks, he loses the last of the sand and dies. The group captures and rides magical Fire Mares to reach the Black Fortress. The Slayers at the Fortress kill Rhun, while Rell sacrifices himself to hold open the crushing spaceship doors long enough to allow the others to enter. Quain, Nennog, and Kegan are killed as they make their way through the fortress. Ergo transforms into a tiger to save Titch from a Slayers' attack. Colwyn, Torquil, Bardolph, and Oswyn are trapped inside a large dome. The latter three fall through an opening and are trapped between walls studded with huge spikes, which kill Bardolph. Colwyn breaches the dome and finds Lyssa. He attacks the Beast with the Glaive, which becomes embedded in the Beast's body. With nothing to defend themselves, Lyssa and Colwyn quickly finish their wedding ritual. This gives them the power to manipulate fire, with which Colwyn slays the Beast. The Beast's death frees Torquil and Oswyn, and they rejoin Colwyn, Lyssa, Ergo and Titch. The survivors make their way out of the crumbling fortress, which is pulled into space. As the heroes return home, Ynyr repeats the prophecy that the son of the queen and king shall rule the galaxy.

In 1865, at the conclusion of the American Civil War, Richmond, Virginia is in ruins. The CSS Texas, captained by Mason Tombs is loaded with the last of the Confederacy 's gold to keep it from Union forces before disappearing. In present day Mali, there is a civil war between dictator General Kazim and the Tuareg people. In Nigeria, WHO doctors Eva Rojas and Frank Hopper investigate a disease affecting people who have been in Mali. Zakara, a corrupt Tuareg, tries to murder Eva, but she is rescued by Dirk Pitt, from the National Underwater and Marine Agency, who was diving nearby. Dirk gets a gold Confederate coin found in the Niger, a clue to the location of the long-lost Texas. He borrows his boss Sandecker's yacht to search for it. His partners Al Giordino and Rudi Gunn from NUMA accompany him. They first transport Eva and Hopper to Mali so they can continue investigating the disease, then continue up the Niger. While taking water samples, they discover red algae, which puzzles them as it is not usually found in fresh water. Kazim, with businessman Yves Massarde, try to stop the doctors from discovering the source of the disease. Kazim sends men to attack the yacht. Dirk, Al and Rudi survive, but the yacht is destroyed. Rudi leaves to get help while Dirk and Al go to rescue the doctors. Kazim's men track down the doctors and kill Hopper. Dirk and Al rescue Eva. As they are trying to leave Mali, they are captured by the Tuareg insurgents. Convincing the group that they are hunted by Kazim, their leader, Modibo, shows Eva his people dying from the disease she is following, which she determines is a waterborne toxin with no available treatment or cure. Al stumbles into a cave with a painting showing the ironclad Texas. Dirk believes that the Texas became stranded when the river dried up and the same river that carried the ship now runs underground. Following the river bed, they stumble upon Massarde's solar plant, which they discover is the source of the contamination. Meanwhile, Rudi and Sandecker have deduced that chemicals are creating the red algae and seeping slowly towards the Atlantic Ocean, where they will expand rapidly upon entering salt water and kill ocean life worldwide. Despite this, the US government is reluctant to intervene. Dirk, Al and Eva infiltrate the solar power plant on an inbound train. However, Massarde and Zakara capture them, keep Eva, and send Dirk and Al in a truck to Kazim. Dirk and Al escape in the middle of the desert and rebuild a plane wreck into a land yacht; make contact with Sandecker by telephone, they learn of the impending disaster. Dirk and Al return to the solar plant, with Modibo's help. To cover up the existence of the waste, Massarde plans to destroy it with explosives. Fearing the plant's destruction would guarantee worldwide water contamination, Al goes to remove the explosives while Dirk tries to rescue Eva. Dirk kills Zakara after a fight, but Massarde escapes via helicopter. Al successfully neutralizes the explosives. The three leave the plant in an Avions Voisin C-28 stolen from Kazim by Modibo; the general pursues them in an attack helicopter, with his army following. A series of explosions along the dry river bed reveals the wreckage of the Texas. The trio hides in the armored ship, but Kazim's helicopter uses armour-piercing ammunition. Using one of the Texas ' s cannons, they manage to destroy the helicopter, killing Kazim. Modibo arrives with Tuareg reinforcements, forcing Kazim's army to surrender. The plant is shut down, stopping the source of toxic waste. Sandecker agrees to work covertly for the US government in exchange for NUMA funding. The Texas gold is left with Modibo's people. It is implied that Massarde is poisoned by Carl, an undercover CIA agent, while Dirk and Eva start a relationship.

A mysterious, vengeful stranger rides into town and creates all sorts of havoc. It seems there are a number of people on his list and before he metes out justice to each one, he places a cross with that person's name on it in the middle of the street. The burning question becomes whether these people are dealing with a one-man army of flesh and blood or an avenging angel of death. The answer may lie in the betrayal and massacre of a Confederate Army unit during the Civil War...

Melvin Smiley has a good life thanks to his talents as a contract-killer, but has a very working class mentality going about his life, in combination with his constant struggles to maintain two romantic relationships. One is with the demanding and demeaning Chantel, who does not accept his work, and the other with Pam, who knows nothing of his job. Melvin is somewhat of a pushover, trying to appease all of Chantel's demands, even her most expensive wishes, as well as rolling over whenever one of his co-workers takes credit for his achievements. Perhaps as a result of his helplessness in asserting himself, throughout the early scenes, Melvin is often seen drinking Maalox to relieve a developing stress-induced ulcer. Feeling underpaid for their work for mob boss Paris, the assassin team of Smiley, Cisco, Crunch, Vince and Gump take an independent job, kidnapping Keiko Nishi, the teenage daughter of local electronics magnate Jiro Nishi, for a hefty ransom. Unfortunately, the team does not realize that Nishi has recently gone bankrupt over his failed foray into films and furthermore, their boss Paris is the girl's godfather. Enlisted by the group to hold Keiko, Melvin has to hide the bound and gagged schoolgirl on his property, attempting to keep her presence hidden from Pam and her parents, who are coming for dinner. Melvin feels sorry for Keiko and relieves her from her bondage. In the ensuing hours they build up a rapport preparing dinner together, an act which leads into a love scene reminiscent of the pottery scene from Ghost, but which is cut short when Keiko attempts to escape. Ordered by Paris to discover the kidnappers of his goddaughter, a panicked Cisco kills Gump, but not before coaxing him into also implicating Melvin for the kidnapping. A team of assassins crash Melvin's dinner with Pam's family, leading to a shootout during which Melvin realizes Pam was going to break up with him over pressure from her mother, a hardcore Jew who is severely against her being with Melvin, a Gentile. Melvin and Keiko's growing feelings for each other lead them to forming an awkward romance, and she and Melvin attempt to escape from the fiasco, pursued by Cisco. In the chaos, Melvin happens to run into Chantel and finally takes the opportunity to stand up to her and end their relationship. A fight ensues between Cisco and Melvin, culminating at a video store where the ever-honest Melvin stops to return an overdue tape of King Kong Lives. Melvin kills Cisco by stabbing him in the chest, but not before Cisco arms an explosive device. Melvin leaves the building and is confronted by Keiko, her father and Paris. He re-enters the building, which explodes. Paris and Nishi, believing Melvin to be dead, call off the manhunt. Soon Melvin is revealed to have survived, sheltered from the blast by an enormous solid gold film stand-up made for the flop that destroyed Nishi's career. Melvin and Keiko are reunited and ride off together, while Nishi recoups his losses by making a film out of the story of his daughter's kidnapping.

Following the successful cloning of Dolly the sheep in the 1990s, artificial cloning of animals has become commonplace by 2015. Human cloning is prohibited by " Sixth Day " laws, following a botched attempt. Charter pilot Adam Gibson is hired for a snowboarding excursion by Michael Drucker, billionaire owner of cloning corporation Replacement Technologies, who requires him to undergo a seemingly routine drug test. When Adam's wife informs him that their daughter's dog has died, he reluctantly visits one of Drucker's “RePet” cloning stores, while his partner Hank poses as Adam and flies Drucker to the mountains, where they are killed by an assassin, Tripp. Buying a life-size animatronic “SimPal” doll for his daughter instead, Adam returns home to discover a clone of himself with his family. Before he can intervene, Adam is abducted by Marshall, Drucker's head of security, and his agents Talia, Vincent, and Wiley. Adam escapes, killing Talia and Wiley, and goes to the police but is believed to be an escaped mental patient. Drucker, somehow alive, assures reporters that he does not intend to have the Sixth Day laws repealed. However, he and his chief scientist, Dr. Griffin Weir, have secretly already perfected illegal human cloning and revive clones of Talia and Wiley. Adam breaks out of the police station and is forced to kill Wiley again, before finding Hank at his apartment, still alive. He brings Hank to his house and contemplates killing his clone but has second thoughts and reconsiders. Marshall and Talia arrive, forcing Adam to pose as his clone to send them away. Returning to his apartment, Hank is again killed by Tripp, who is shot by Adam. A dying Tripp reveals he is an anti-cloning extremist who assassinated Drucker, the latter being subsequently cloned along with Hank. Marshall and Talia arrive, but Adam escapes in their vehicle after shooting off Talia's fingers, taking her thumb to bypass the car's biometric lock. Adam uses the thumb to sneak into Replacement Technologies and confronts Dr. Weir, whose pursuit of cloning is driven by his wife Katherine's cystic fibrosis. She reveals to her husband that she knows she is the latest in a series of clones he has made in an attempt to cure her. Weir explains that the blood and vision tests Adam underwent scanned his DNA and memories — captured as a “syncording” — in the event he needed to be cloned. He reveals Drucker was secretly cloned after dying years earlier to maintain control of his fortune, as clones have no legal rights. Believing both Adam and Hank were killed alongside Drucker, Weir cloned them to return to their lives and cover up Drucker's murder and second cloning. Weir gives Adam the syncording proving Drucker has been cloned, warning that he may go after Adam's clone and family. Adam races to Clara's school recital, where Talia and Vincent have already abducted his wife and daughter. Coming face-to-face with his own clone, Adam reveals their situation and agrees to deliver the incriminating syncording to Drucker in exchange for his family. Weir confronts Drucker, who engineered the clones, including Katherine, with shortened lifespans as an insurance policy against betrayal. Drucker kills Weir, promising to resurrect him and Katherine as clones. Sending a decoy helicopter to be destroyed, Adam lands on Drucker's helipad and wreaks havoc until he is captured. Drucker reveals that Adam is actually the clone, proven by a marking inside his eyelid, but realizes the real Adam has also infiltrated the building. While the original Adam rescues his family, his clone fights off Drucker's agents, hanging Talia and drowning Marshall while Drucker himself kills Wiley for accidentally shooting him. The mortally wounded Drucker clones himself again, but the malfunctioning equipment creates a deformed, incomplete body. Adam and his clone escape in the helicopter with his family, destroying the facility and all its syncordings as Drucker's newest clone falls to his death. The real Adam arranges for his clone, who is discovered to not have a shortened lifespan like the other clones, to start a new life in Argentina, running a satellite office of their charter business. As a parting gift, the clone gives the family Hank's RePet cat, and the real Adam gives his clone a flying send-off.

United States Under Secretary of Defense Michael Bergstrom commits suicide after being informed that he has tested positive for HIV. The relationships of freelance Venice, Los Angeles systems analyst Angela Bennett are almost completely online and on the phone, with the exception of forgettable interactions with her neighbors and visits to her mother, who is institutionalized with Alzheimer's disease and often forgets who she is. Angela's co-worker Dale, in San Francisco, sends her a floppy disk of the band website "Mozart's Ghost" with a backdoor labeled " π " that permits access to a commonly used computer security system called "Gatekeeper" sold by Gregg Microsystems, a software company led by CEO Jeff Gregg. Angela and Dale agree to meet the next morning, as he is planning on taking his own plane, but the navigation system in Dale's private aircraft malfunctions and the plane crashes, killing him. Angela travels to Cozumel, Mexico, on vacation, where she meets Jack Devlin. After seducing Angela, Devlin pays a mugger to steal her purse. He chases the mugger, catches him, and roots through the purse to find the disk before shooting the mugger dead. The robber takes Angela out on his speedboat to kill her as well, but she finds his gun and confronts him. While fleeing with the disk and Devlin's wallet, Angela's dinghy collides with rocks, knocking her unconscious. Three days later, Angela finds that the disk was ruined by the sun and all records of her life have been deleted. Because none of the neighbors remember her, they cannot confirm her identity. Angela's Social Security number is now assigned to Ruth Marx, for whom Devlin has entered an arrest record. When Angela calls her own desk at Cathedral Software, Ruth, impersonating her, answers and offers her old life back in exchange for the disk. She contacts the only other person who knows her by sight, psychiatrist and former lover Alan Champion. He checks her into a hotel, offers to contact a friend at the FBI, and arranges to have her mother moved for her safety. Using her knowledge of the backdoor and a password found in Devlin's wallet, Angela logs into the Bethesda Naval Hospital 's computers and learns that Under Secretary of Defense Bergstrom, who had opposed Gatekeeper's use by the federal government, was murdered by altering the results of his HIV test, leading to a misdiagnosis. Fellow hacker "Cyberbob" connects π with the "Praetorians", a group of cyberterrorists linked to recent computer failures around the country. Angela and Cyberbob plan to meet, but the Praetorians intercept their online chat. Angela escapes from Devlin, who is revealed to be a contract killer for the cyberterrorists, but the Praetorians kill Champion by tampering with pharmacy and hospital computer records. After Angela is arrested by the California Highway Patrol, a man identifying himself as Champion's FBI friend frees her from jail. She realizes he is an impostor and escapes again, resulting in the impostor's death in a car crash. Now wanted for murder and thought to be Ruth, Angela hitchhikes to Cathedral's office where, using Ruth's computer, she connects the cyberterrorists to Gregg Microsystems and uncovers their scheme: once the Praetorians sabotage an organization's computer system, Gregg sells Gatekeeper to it and gains unlimited access through the backdoor. Angela emails evidence of the backdoor and Gregg's involvement with the Praetorians to the FBI from the Moscone Center and tricks Devlin into releasing a virus into Gregg's mainframe, destroying Gatekeeper and undoing the erasure of her identity. During a battle on the catwalks of the convention center, Devlin accidentally shoots Ruth dead, but Angela ambushes him, causing him to fall to his death. Regaining her identity and life, Angela reunites with her mother, and the conspiracy is exposed, with Gregg being arrested by the FBI.

In the future, United Kingdom is on the brink of war with China over the Taiwan issue. The British military needs soldiers with fluency in Chinese who are also ruthless killers. At an underground military base, scientists employed by Britain's Ministry of Defence produce a cybernetic implant that allows brain-damaged soldiers to regain lost functions. Their AI researcher Vincent McCarthy sets up a cognitive test for soldier Paul Dawson, a recipient of the cybernetic implant to rehabilitate his left hemispherectomy. Upset with Dawson's inability to remember anything about his past and his apparent lack of empathy, McCarthy ignores Dawson's repeated requests to see his mother. Dawson turns violent, kills McCarthy's assistant and wounds McCarthy, telling him that he's sorry just before being shot dead. Afterwards, Dawson's mother regularly stays on the road to the entrance of the base and tries to solicit information about her son's whereabouts, though McCarthy professes no knowledge of the incident. McCarthy's research leads to a series of more stable cyborgs. Although they lose the capability for human speech, the cyborgs develop a highly efficient method of communication that they keep secret. When researcher Ava demonstrates her latest work in artificial intelligence, McCarthy recruits her by promising her unlimited funds for her research. Thomson, the director, is suspicious of Ava's countercultural politics and sympathy for Dawson's mother but he relents when McCarthy insists that she is the only one who can provide the necessary programming for their latest project: a self-aware and conscious android. McCarthy plans to use this technology to help his daughter, Mary, who suffers from Rett syndrome, a neurological disorder. When she finds out, Ava volunteers to help and McCarthy maps her brain. During a demonstration of cybernetic arms that provide superhuman strength, amputee soldier James whispers a cry for help to Ava, who becomes suspicious of the treatment of the wounded soldiers. After she goes exploring in the base, McCarthy sternly warns her to avoid causing trouble. The warning comes too late and Thomson arranges to have her murdered by a Chinese Ministry of State Security agent, who impersonates Dawson's mother. Grieved by the loss of Ava, McCarthy insists that they use her brain scan and likeness for the new project, whom they dub "Machine." Machine turns out to be more human than they expected or even wanted; she shows regret when she accidentally kills a human and refuses orders that violate her sense of morality. As Thomson's demands on her grow more at odds with her morality, Machine becomes increasingly distressed and asks McCarthy to protect her. As antagonism grows between Thomson and McCarthy, Thomson promises that he will relent if McCarthy can prove that Machine is sentient. After Mary dies, Thomson uses her brain scans as leverage against McCarthy, threatening to destroy the scans unless McCarthy excises Machine's consciousness. Machine, who has come to love McCarthy, offers to sacrifice herself for Mary and he removes a chip from Machine's head. Thomson reneges on his deal and orders Machine to kill McCarthy. Although Machine seems at first to obey, a scientist alerts Thomson that the operation was a sham and it only disabled fail-safe routines designed to destroy Machine. Machine and the cyborgs rebel against the humans and free McCarthy. From his computer console, Thomson disables half the cyborgs but Suri, his cyborg aide, overrides his access before he can kill the rest. Thomson shoots and wounds Suri but Machine corners him in his office. Now wounded, he first orders her to obey, then begs for his life. Although Machine agrees not to kill him, she lobotomizes him as he'd attempted to do to her. After leaving Thomson for dead, Machine downloads Mary's brain scan. Machine, McCarthy and Suri escape the base; outside, McCarthy hands the base records to Dawson's mother and leaves to start a new life with Machine. In the final scene, McCarthy talks to a computer virtualization of his daughter and she requests to play a game with her mother. McCarthy hands the tablet to Machine, and she is then shown gazing alternately at the device and at a beautiful orange sunset over the Atlantic Ocean.

In a remote underwater facility, doctors Susan McCallister and Jim Whitlock are conducting research on mako sharks to help in the reactivation of dormant human brain cells like those found in Alzheimer's patients. After one of the sharks escapes the facility and attempts to attack a boat full of young adults, financial backers send corporate executive Russell Franklin to investigate the facility. Susan and Jim prove their research is working by testing a specific protein complex isolated from the brain tissue of their largest shark, which suddenly bites off Jim's arm upon awakening in the laboratory. Tower operator Brenda Kerns calls a helicopter that flies through heavy rain and strong winds to evacuate Jim. As Jim is being airlifted on a stretcher, the cable jams, and he is dropped into the shark pen. The largest shark grabs the stretcher, which is still attached to the cable, and uses it to pull the helicopter into the tower; the resulting explosions kill Brenda and the helicopter pilots while severely damaging the facility. Susan, Russell, shark wrangler Carter Blake, marine biologist Janice Higgins, and engineer Tom Scoggins witness the shark smash Jim's stretcher against the laboratory's main window and shatter it, drowning Jim and flooding the facility. They go to the facility's wet porch, where they plan to take a submersible to the surface. Susan confesses that she and Jim genetically engineered the sharks to increase their brain size as they were not naturally large enough to harvest sufficient amounts of the protein complex, breaking protocol and making the sharks much smarter and deadlier. In the flooded kitchen, cook Sherman "Preacher" Dudley hides in the oven from a stray shark that eats his pet parrot. The shark accidentally causes a gas leak from the oven while trying to break into it, and Preacher sneaks away and kills it by setting off an explosion with his lighter. When the group reaches the wet porch, they discover that the submersible has been damaged and is unsuitable for use. While delivering a monologue emphasizing the need for group unity, Russell is dragged into the submersible pool by the largest shark and devoured. The remaining crew opts to climb up the elevator shaft at the risk of destabilizing the pool. As they climb, explosive tremors cause the ladder to break. Janice loses her grip and falls into the water. Despite Carter's attempt to save her, a shark drags her under and devours her. The rest of the group moves on and encounters Preacher. Carter and Tom go to the flooded laboratory to activate a control panel that drains a stairway to the surface, while Susan heads to her room to collect her research materials. Carter and Tom reach the control panel, but the largest shark storms in, rips Tom apart, and damages the controls. In her room, Susan encounters another shark and electrocutes it with a power cable, accepting that she had to destroy her research in the process. Carter, Susan, and Preacher regroup and go to a decompression chamber. They swim to the surface while using oxygen tanks to bait the last shark into an attack. Upon reaching the surface, Preacher is grabbed by the shark and suffers injuries to his leg, but the shark releases him when he stabs it in the eye with his crucifix necklace. Carter realizes that the sharks have been manipulating them to methodically flood the facility so that they can ram their way through the fences at the surface and escape into the world. To keep the final shark from escaping, the three make a plan to blow it up by shooting it with a harpoon and connecting the harpoon's wire to a battery, sending a massive electric current to an explosive charge in the harpoon. Feeling guilty over causing the entire situation, Susan uses herself as bait without telling the others, cutting her hand before diving into the water. She distracts the shark with her blood, but is unable to get out of the water in time and is devoured, despite Carter's efforts to save her. Carter grabs onto the shark's dorsal fin, and Preacher shoots it with the harpoon, which accidentally pierces Carter's thigh and pins him to the shark. Carter nevertheless orders Preacher to connect the wire to the battery, and manages to free himself mere seconds before the shark rams through the fence, where it explodes as it tries to escape. Carter resurfaces and swims to shore, reuniting with Preacher. Moments later, as they sit on the edge, they see a rescue boat approaching the sinking facility. Preacher wryly advises Carter to stop dangling his legs in the water, which he immediately does.

About 20 years before the story takes place, solar flares irradiate the Earth, killing over 99% of the world's population. The survivors gather in a network of safe cities and build primitive humanoid robots, called Pilgrims, to help rebuild and operate in the harsh environment. These robots have two unchangeable protocols: They cannot harm any form of life and may not repair, modify, or alter themselves or other robots in any way. Initially seen as humankind's salvation, they are relegated to manual labor when they fail to stop the advance of desertification. Society has regressed due to lack of technology besides the Pilgrims, as a lack of functional aircraft or other transport prevents travel and cars are a rare commodity, and humanity is on the brink of extinction. In 2044, Jacq Vaucan—an insurance investigator for ROC, the company that manufactures Pilgrims—investigates a report from Wallace, a police officer who shot a robot he claims was modifying itself. As Jacq looks for a robot they suspect was stealing parts, it leads him outside the city. When he finds it inside a shipping container, it sets itself on fire. As he and a team open up the burned robot to see what it was hiding, they discover the robot had a rare nuclear battery that could power a robot indefinitely. They are able to power up the robot once more, but when he asks it why it set itself on fire, it burns out again. Jacq salvages the remains and speculates to Robert, his boss and brother-in-law, that there may be a "clocksmith", someone who illegally modifies robots, who is overriding the second protocol. Incredulous, Robert rejects this possibility, but offers Jacq a transfer out of the city if he can find evidence. Jacq had asked for the transfer to a city on the coast, because he feared raising his unborn child in the decaying city, even though Robert is skeptical whether the ocean still exists. Jacq's pregnant wife, Rachel, initially rejects his plans, but she eventually relents. Jacq and Wallace investigate a brothel, where they find Cleo, a modified robot that Wallace subsequently shoots in the leg. When Jacq objects, Wallace says that Cleo's owner will lead them to the clocksmith; Wallace also threatens to kill Jacq if he does not split the proceeds of the battery on the black market. Jacq follows Cleo's owner to a clocksmith named Dr. Susan Dupré, who claims not to know who altered Cleo, an action that would destroy Cleo's CPU. Jacq leaves the burned robot's CPU with her and offers to give her the battery if she can locate information on the clocksmith. When Dupré installs the modified CPU in Cleo, Cleo begins self-repairing. Dupré contacts Jacq, who alerts Robert; however, ROC intercepts Jacq's message and sends a team of assassins to Dupré's laboratory. Dupré is killed, but Jacq escapes in a car driven by Cleo. When Cleo takes them into a maze of stanchions, both cars crash; the assassins are killed, and Jacq is injured. Cleo takes Jacq with her into the desert, where they are joined by three other robots, none of whom will obey Jacq's orders. However, the first protocol forces them to prevent his death. Desperate to return to the city to be with his pregnant wife, Jacq makes contact with Robert, who sends Wallace to recover him. Wallace threatens Jacq's life and destroys two of the robots, who have objected to his actions; Jacq kills Wallace with a flare gun before he can also destroy Cleo. Wallace's partner flees after taking a battery from one of the robots. Robert's boss discloses that the predecessor to the first Pilgrim was a quantum mind created with no security protocols and no artificial restraints on its computational power. Before they deactivated it, its makers tasked it with designing the security protocols that govern Pilgrims. Robert's boss informs Robert that no one has been able to break Pilgrim security protocols, because they were created by the unrestricted quantum mind and ROC purposefully limited the computational power of all subsequent AI. ROC forces Robert to accompany a team sent to kill Jacq and the unknown clocksmith before the robots can evolve further beyond human understanding. When Robert objects to their kidnapping Jacq's wife and baby daughter, Conway, the leader, shoots him and leaves him for dead. Meanwhile, Jacq meets the robot responsible for modifying the others. The robot says that he and the other robots plan to go to the radioactive area where humans cannot go. Initially skeptical, Jacq eventually accepts that the robot naturally evolved, like humanity. The robot cannot understand why Jacq is afraid of dying, as death is a normal part of human living, just as the impending extinction of humanity is normal. "No lifeform can inhabit the planet eternally." It points out that the androids were conceived of and built by humans, so humanity will continue to exist through the robots that they created. Accepting this, Jacq gives them his battery, which they use to complete a new design, a sort of dog/insect robot. The robots repair a vehicle for Jacq, and he leaves for the city. When Conway reaches the robot outpost, he destroys two of the four robots. Jacq finds the dying Robert and returns to the outpost as Conway wounds Cleo and kills the evolved robot. Jacq kills all ROC assassins except for Conway, though he is further wounded in the battle. As Conway prepares to kill Jacq, the new robot saves his life by pushing Conway off a cliff in violation of the first protocol. Jacq fears the uninhibited robot will now attack him and prepares to shoot it, only to lower his weapon as his wife arrives with their child. He works the crane so Cleo and the new robot can cross to the other side of the canyon into the irradiated area. Jacq and his wife take a car and drive toward the city on the coast. Jacq appears to be dying of his injuries, but takes comfort in their child. As she drives Rachel suddenly breaks out into a smile and tells Jacq she can see the ocean ahead.

Patrol Agent in Charge Jeb Maynard (Bronson) is trying to identify the killers of a young Mexican boy and Maynard's friend, veteran USBP Senior Patrol Agent "Scooter" Jackson (Wilford Brimley). Maynard is the Agent in Charge of Otay Border Patrol Station (a fictional composite of the actual El Cajon and Brown Field stations), located in the hills east of San Diego. He is later helped by the boy's mother, Elena Morales (Karmin Murcelo) and a rookie Patrol Agent, Jimmy Fantes (Bruno Kirby). Hotchkiss (Harris) is an illegal alien smuggler, known by the aliens only as "the Marine." Hotchkiss works for a local fruit rancher, Carl Richards (Bert Remsen), a ranch he uses as a front for his alien-smuggling operation. Jackson, on routine road patrol, stops Hotchkiss's truck full of aliens, driven by a subordinate smuggler. The truck has boxes of tomatoes on top but the main body, accessed by rear doors, is a compartment carrying illegal aliens. When Jackson demands the driver open the back of the truck, Hotchkiss riding in back with the aliens shoots Jackson with a sawn-off shotgun at close range. The Mexican boy is badly wounded by stray buckshot, so Hotchkiss kills him with another blast and drags both bodies into the roadside bushes where he also parks Jackson's Border Patrol sedan. The F.B.I. is called to investigate, having primary jurisdiction investigating murders of any federal agents. The truck's driver, disturbed by the murders, is later killed when Hotchkiss wrecks the truck, attempting to mislead the FBI and the Border Patrol into believing the murders were related to drug smuggling. Maynard thinks Jackson was murdered by smugglers of aliens and tries to convince the F.B.I. that the marijuana in the truck was merely a ruse, but the F.B.I. does not want to believe him. The FBI seems convinced the murders are drug related, but not Jeb Maynard who doesn't believe someone would go to the trouble of removing all identifying information from the truck but carelessly leave several bags of marijuana behind. Jackson's and the Mexican boy's bodies are found by USBP Agents where Hotchkiss had hidden them. Agent Fantes discovers some fresh tomatoes near the bodies and Agent Maynard notices military style boot prints with odd markings on the soles among the footprints at the crime scene. A Patrol Agent's professional skills include "sign-cutting," knowing how to examine, analyze and interpret tracks and marks made in the ground, a skill used to track illegal border crossings, and his suspicion is aroused. Maynard has Fantes take the tomatoes to a university's agriculture department for analysis. Meanwhile Maynard and Fantes start checking the trails in the hills that the smugglers use to bring in illegal aliens and drugs. They find the same military boot prints along a trail where a USBP electronic ground sensor has been dug up and disabled. Hotchkiss, running a sophisticated and highly profitable alien smuggling operation, is a former U.S. Marine who had been trained on such equipment while in the Marine Corps. He had discovered the sensor and had disabled it on a prior smuggling run. After Jackson's funeral Maynard tells his boss, INS Commissioner Malcolm Wallace, about his suspicions. Wallace cautions him to proceed carefully, so Maynard begins his own investigation with Fantes's assistance. Maynard had found a San Diego address on a piece of paper in the murdered Mexican boy's clothes, and so goes there to discover the boy's mother, Elena Morales, working as a nanny at a well-to-do family's home. He takes her to the morgue to identify her son's remains and then asks for her help to find the killers. Elena agrees, so Maynard goes undercover posing as her cousin. They cross into Mexico and she introduces him to an alien smuggler in Tijuana who had brought her over the border when she last crossed. This smuggler is Hotchkiss's partner in Mexico. Maynard's physical features are such that he can pass for Mexican, but he does not speak Spanish fluently, and so Elena tells the smuggler that her cousin is simple minded and doesn't talk much. Elena pays the smuggler with money Maynard gave her, and they are smuggled across the border into the United States along with a group of thirty other migrants. Maynard hears the smuggler guiding them mention "the Marine who runs things" to Elena, but then the group is ambushed by bandits. Maynard and Elena escape unharmed but lose their chance to encounter the ringleader (Hotchkiss) and walk on towards the suburbs of San Diego. He drives Elena home and thanks her for helping, saying that if she stops by his office next week, he will try to help her straighten out her U.S. immigration status. Maynard goes home, cleans up and tries to sleep. Fantes stops by to tell him the agriculture report on the tomatoes indicates they were treated with a particular brand of pesticide. Fantes has checked with the local office of the U.S. Dept. of Agriculture and discovered that only a few large farms in the area use the brand. They meet later at the Border Patrol station to plan their next move. Maynard and Fantes visit the local fruit farms using that pesticide and arrive at Richards's fruit ranch. Maynard knows of Richards's reputation for exploiting illegal aliens, hiring them at poor wages to harvest his fruit. Hotchkiss is in the main ranch house when Maynard and Fantes arrive but stays inside as Richards goes out to speak to the Agents. While talking to Richards, Maynard notices the military boot prints in the dirt near the main house that he had detected earlier. Maynard and Fantes set up a surveillance of the ranch with the assistance of Border Patrol Agents Lambert and Monroe. Using binoculars, they see Hotchkiss wearing his combat boots and camouflage marine field jacket leaving the house with other smugglers including the Mexican who had guided the group that Maynard and Elena had infiltrated. Maynard has found "the Marine." Hotchkiss plans a large smuggling run soon that will bring hundreds of illegal aliens into the U.S. in one night, after which he plans to shut down operations until things cool off. Maynard deduces Hotchkiss's plans from what he witnesses in surveilling the ranch over the following days, calls all his agents together at the station and plans an operation to raid the Richards Ranch next evening. They raid the ranch after dark, capture the illegal aliens and smugglers and hold them in the ranch's main barn. At dawn, Hotchkiss arrives with the last load of aliens. As the Patrol Agents attempt to arrest him, he pulls out a MAC-10 machine-pistol and fires at them. They take cover and Hotchkiss jumps in a car and speeds away, but Maynard pursues him in a Border Patrol S.U.V. Hotchkiss attempts to lose him on an old dirt road that comes to a dead end, and then runs into the surrounding trees and bushes. Maynard draws his revolver and tracks him through the woods. Hotchkiss circles back thinking he has given Maynard the slip, but just as he is about to get back into his car, Maynard appears with his revolver pointed at Hotchkiss and says, "The end of the road." Hotchkiss wheels about and starts firing but Maynard kills Hotchkiss with a single shot. Maynard and Fantes watch Richards leaving San Diego's United States District Court House after being sentenced to two-to-five years in federal prison. Richards' boss, also on trial, is not convicted for "lack of evidence." Fantes laments that Richards will probably go right back to work smuggling aliens within a month of release. Maynard smiles and responds by saying, "It's okay kid, so will we."