NOTE: This spoiler was submitted by Spectre.
Title cards inform us it is Washington D.C. 2079.
We open to our hero Snow (Guy Pearce), an ex-CIA operative being interrogated in a holding cell by Langral (Peter Stormare), the head of the Secret Service. Snow is thoroughly uncooperative, and thus Langral allows his man, Rupert, to continuously punch Snow in the face. Langral wants to know what happened in the hotel room, as he watched Snow murder a CIA agent with his own eyes. Snow says he has it all wrong.
We are shown a flashback of the hotel room. Bodies litter the floor and Snow is fighting with another man. The assassin loops a belt around Snow’s neck as Snow’s phone rings. It is Mace (Tim Plester), his contact. Snow and the assassin fight through the room, destroying the bathroom, before returning to the main room. Snow tugs on the bedroom sheet, bringing a gun his way, and kills the man.
Snow calls Mace who tells him the whole setup was a double cross and he has to get out NOW. Snow checks on one of the men, Frank. Frank was a deep cover CIA operative who was investigating stolen U.S. secrets and is currently bleeding out on the floor. Frank tries to give him his dog tags, but Snow is going to be just fine. Frank gives Snow his lighter, telling him not to lose it, and dies from his wounds. Snow is about to grab a briefcase that brought them all together when he hears a chopper. He props up a mattress to hide behind.
SWAT jumps in the room and peppers it with bullets. Snow is behind them and disarms them. He leads the police and CIA on a high speed chase, causing many cars to crash. He gets a call from Mace; he needs to get to the subway to drop the case off before he is captured. Snow crashes into the subway and races for a departing train. He sees Mace just as the police show up. He tosses the case through the open door just as he is captured by police.
Mace recovers the case and stashes it in a subway locker. Circumstances cause him to accidentally shoot a police officer and he is arrested shortly after that.
Snow is visited by Harry Shaw (Lennie James), a friend of his who says he can only help him if he gives him something to work with, like his contact’s name. Snow pretends to not cooperate, but subtly gives him Mace’s name, so Shaw can track him down.
We cut to the White House where President Warnock is getting a physical. Langral is there to ask what they should do with Snow since his murder of an agent seems open and shut. The President asks about his daughter and is told by an aide that she is currently on a goodwill mission to M.S. ONE, a maximum security prison space station.
We see the First Daughter, Emilie (Maggie Grace) get a briefing by the Warden. M.S. ONE is the most secure prison ever. It has a zero percent occurrence of physical or sexual abuse because all the prisoners are put in stasis during their sentences. Emilie inquires about the effects of stasis as studies have shown it may cause dementia and further psychosis. The Warden shrugs off these questions, saying the people here did some pretty awful stuff to be placed here. Emilie has come up there to determine that the prisoners are being treated humanely and are not being experimented on.
The Warden tells Emilie he will set up a few interviews with prisoners so she can see everything first hand. Her entourage, including several Secret Service agents goes through several checkpoints, including the agents giving up their guns. However, one agent, Hock (Jacky Ido), hides a hidden gun in a leg holster, not wanting to be defenseless if he has to protect the First Daughter.
Langral goes to see Snow in his cell. Langral reveals that he has been found guilty on all charges and has been sentenced to 30 years of stasis on M.S. ONE. Snow is glib about the whole thing, but Langral twists the knife mentioning some people cannot handle being under like that, and go mad. He gleefully hopes Snow will suffer the same fate.
Emilie is interviewing Hydell (Joseph Gilgun), a prisoner with a glass eye and several gashes and burns on his face. Emilie asks about he feels and if he dreams in stasis. Hydell makes several sexual comments about her and is unwilling to answer questions. Hock gets pissed off and slams his face into the table he is sitting at. But Hydell reveals he found Hock’s secret gun and uses it to escape. He kills the other two agents and shoots the glass separating him and Emilie making it explode. He pursues her, wounding her in the leg.
Emilie runs to the control station, telling a technician to hide. He doesn’t understand her and is still in sight when Hydell shows up. Hydell forces him to wake up all the prisoners then quickly executes him. When it appears Emilie is safe, Hydell finds her hiding under a table.
With the prisoners all awake, things obviously go bad. The prison is put on red alert, but the guard to prisoner ratio is too great for them to handle and they are quickly overrun. One prisoner, Alex (Vincent Regan), assumes leadership duties of the revolt.
Alex stops Hydell from raping Emilie and makes a technician turn on the defensive guns on the ship. Some other ships are about to dock at the station. Hydell wants to use the guns on them, but Alex decides against using them as they need all the bargaining chips they can get. But Hydell pushes the button anyway activating the guns and blowing up all the ships. Alex looks at him pissed, telling him that he is not in control.
The President is briefed by Langral. M.S. ONE has been taken over by the inmates. The President is horrified since his daughter is up there.
Langral and Shaw discuss options. Langral wants a Delta squad strike, but Shaw notes they don’t even know if they can get Emilie out. Plus, they cannot guarantee the safety of everyone else. Shaw suggests they send in one man, with the only objective of getting Emilie off M.S. ONE.
Snow is about to be prepped for stasis when he is told of the offer; save Emilie for a full pardon. Snow is glib once more, explaining the complexity of the mission on the offset chance the girl is still alive. Snow wants to refuse, but Shaw writes a message on his coffee cup telling him Mace is on the station. Seeing he can save the girl AND clear his name, Snow accepts. On his way out, he knocks out Rupert for the beating he gave him earlier.
Snow is briefed that there is a 2 person escape pod hidden on the 5th floor that they can escape on.
Alex's hand is bleeding so he asks for a doctor. Emilie, who had put on a lab coat to stay warm, is mistaken for a doctor and has to stitch up his hand.
Alex decides to execute a hostage to show they are serious. Hydell grabs the Warden and throws him into the airlock. The Warden pleads, saying he can help them, but Hydell presses the button, opening the door and killing him. “He was about to say something,” Alex says, angered once more with Hydell's rash attitude and proclivity to violence.
Snow watches the feed at the command center and makes Langral and Shaw realize that Alex doesn’t know Emilie is the President’s daughter. Perhaps they can use that to their advantage.
The President sends a ship with a police negotiator, while Snow hitches a ride on the bottom. They hope to make the negotiator able to get a hostage, specifically Emilie, without anyone being the wiser.
The negotiator convinces Alex that letting a wounded hostage, particularly a women go, shows the brass that they mean business, but are also willing to deal. Alex agrees to one hostage. He goes for Emilie.
Hydell objects to Emilie leaving since he is obviously obsessed with her by this point. Alex is firm with his choice, so Hydell shoots Kathryn, Emilie’s aide and friend in the stomach so they have to take her instead.
Realizing the situation is bad, Langral and Shaw tell Snow to move into the prison. Snow jumps to the station, but the prisoners see him. Alex realizes he has been lied to, and kills the negotiator. Kathryn dies from her wounds, and Emilie breaks down. Hock carries her back to where the hostages are being held. A prisoner asks Alex why they don’t just kill Hydell for all the trouble he has caused. “Because he’s my brother,” Alex says.
Alex sees a magazine with the President’s face. He puts two and two together and realizes Emilie is his daughter. He now has more bargaining power.
Snow gets inside and starts working his way through the ducts.
Hock and Emilie are being transferred by elevator when they knock out their guard. Snow shows up, and they knock him out, thinking he is another prisoner. Snow fights the prisoner left behind and wraps an explosive cord around his neck, decapitating him. Meanwhile, Hock ushers him and Emilie into a room and short circuits the door with a gunshot.
Snow is briefed that Emilie is holed up in a room, and he can rest easy in the extraction. However, short circuiting the door has caused a nitrogen buildup leaving them only minutes of air.
Snow has to get back into the ducts and cross over a ravine with a gravity booster that will supposedly get him across safely. He starts across, when an inmate attacks him. They fight as they gets across and Snow sets up a rope harness. Hydell sees him on the cameras and disables the gravity engine causing the inmate to fall to his death and Snow to hang by the rope. However, the rope severs and he starts to fall. Shaw restarts the generator in time, and Snow gets into the duct he needs to be in to get to Emilie.
Alex finds the locked door and requests two technicians. When they are brought down, Alex immediately kills one. “I hope this skips over the ‘It can’t be done' speech,” he says. He makes the other one work on the door.
Emilie is having trouble breathing, and Hock realizes their predicament. He tells her to breath easy with short breaths. He puts his gun to his head and fires, sacrificing himself to conserve air for her.
Meanwhile, the technician is pissing himself from trying to get the door open. Alex requests another technician and kills the other when he shows up. He tells the third man he has 2 minutes. The man counters that he can kill him, but if he is given 5 minutes he will get the door open. “Hell of a way to make a sales pitch,” Alex says, putting him to work.
Snow is in the air ducts and uses a charge to blow a hole in the room. He quickly restarts Emilie's heart and gives CPR to revive her. They escape moments before the door opens. Snow leaves behind several voice activated grenades in the ducts that kill a few prisoners.
Alex hears Snow’s comms, so he pressures another technician to block his communications with Shaw. He is now unable to get directions from Shaw. Snow swears.
Snow and Emilie are able to find a safe spot to breathe for a moment. Snow tells her he was sent to save her, but she does not want to leave without the hostages. Snow tells her it will not be possible to save them. He gives her the map to the pod while he tries to find Mace. She can’t read the map, so his conscience gets the better of him and he teams up with her again.
Alex gets on the comms for the prison, telling all the inmates they need to find the President’s daughter, as she is their ticket out of there, showing her picture to everyone.
Snow and Emilie hole up in a medical room where Snow treats her bleeding leg. Snow makes up some makeshift hair dye so they can disguise her appearance. After dying it and giving her a pixie cut, Emilie looks completely different. Throwing on the jumpsuit helps even more. “There’s just one thing missing,” Snow notes. He then quickly sucker punches her, saying it was only cosmetic and nothing personal. Now with a shiner on her face, she looks tough, like an inmate.
Emilie asks about Hydell’s burn on his face. Snow explains that meant he was a rat, and the burn was to signify to everyone that he was.
Snow and Emilie look through the inmate population looking for Mace. Their cover is quickly blown, and they are forced into a shootout with the inmates. They seal themselves behind a door only to find Mace standing there. Snow is happy to see him and asks about the case, but Mace only blabbers incoherently.
Snow is stunned, but Emilie says that is why she was up here; she was afraid stasis caused extreme dementia. Some people cannot take it and lose their minds as a result. Despite it all, Snow refuses to leave Mace behind, thinking he can figure out where Mace left the briefcase.
The three of them go downstairs in a boiler room and hide, nearly being discovered by Alex.
They race for another door, but Mace gets left behind as it closes. A satellite crashes into the station, causing the room to starts to lose pressure. Emilie asks about the case. Mace mentions the lockers and the phrase “Lullaby.” “I see you, I foresee you,” Mace says before the room completely depressurizes, killing him.
“GODDAMNIT!!!” Snow screams, pissed at the lost of his friend.
Emilie mentions she knows where the briefcase is. If he promises to help the hostages, she’ll tell him.
They find the pod on the fifth floor. It only has one seat though. Snow realizes he was lied to and was never intended to survive. Nevertheless, he tells Emilie to get on and lies about another pod. The pod launches and Snow has a cigarette thinking he will die soon. Emilie comes back and reveals she wasn’t on it. She wants him to save the hostages.
Langral and Shaw are briefed that because the controls on the prison have been messed with, it is now falling out of orbit and will burn in the earth’s atmosphere in 8 hours. The only one who knew how to fix it was the Warden, and they killed him (which was what the Warden was trying to tell Alex before his death).
Hydell gets on the comms and requests that Emilie tell him where she is, or he will kill a hostage every 3 seconds. He kills 2 before she agrees under the condition he doesn’t kill anyone else. Emilie tells him level 3, and he says thank you, then proceeds to murder all the hostages just because he can (and well he’s completely mad). Emilie screams in horror and Snow stuffs her in an elevator as they need to be somewhere else. Snow tells her Hydell would have killed them all anyway.
The elevator short circuits between floors so they have to wedge it open and drop into the closest floor. It is the medical bay, where they see dead inmates that have been experimented on, the very thing Emilie was hoping she wouldn’t find on the ship (inhumane practices).
Alex shows up behind them with a few inmates. Snow disarms him and kills an inmate but is kicked down the elevator shaft. Emilie is taken hostage again.
Alex returns to the command center and sees Hydell has murdered all the hostages. He beats up his brother for his needless violence and stupidity. Alex decides to play his last card: Emilie. He makes contact with the President in order to negotiate in exchange for her life. If she does not cooperate, Alex will let Hydell rape her. Emilie, defiant, tells her father that everyone is dead and to blow the station up. Alex is stunned speechless.
Snow wakes up at the bottom of the shaft, bruised but alive. He gets back up to save Emilie.
The President refuses to give a strike order due to Emilie being in danger. Langral then temporarily relieves the President of command under the 25th amendment since he is unable to remain impartial in the crisis. Langral orders the attack.
Hydell goes to rape Emilie, but Alex stops him. Hydell says he promised, but Alex has had enough of his brother screwing up, and needs to think before they are all killed. Hydell rages, saying his brother is making him look stupid. Suddenly, Hydell stabs his brother fatally. “Who’s gonna look after you now?” Alex notes. Hydell shoots another inmate dead. “Family,” Hydell smirks to Emilie before racing to take her.
Emilie fights back, even making an explosive mace using Snow’s lighter. Hydell goes to stab her and seems to succeed, but it turns out Snow showed up and stopped the knife with his hand. He knocks Hydell out, and they flee.
Meanwhile, the U.S. ships have dodged the guns and planted a bomb on the prison structure. It has a short timer.
Snow and Emilie race for the elevator with Hydell and numerous inmates running behind them. They get in before the others can. They race downstairs where they are directed to by Shaw and Langral to skydiving suits that will allow them to jump out through space, survive earth’s atmosphere and parachute to Earth. Snow and Emilie jump out just seconds before the bomb blows, killing all the remaining prisoners aboard.
The debris hits Emilie and knocks her out cold. Snow has to grab her and help her land, which they do in New York City. Police arrive and arrest Snow while Emilie is taken to the hospital.
At the hospital, Emilie thinks about what Mace said before he died. She realizes where it is. She escapes the hospital and heads to the subway, where she sees a locker with “Lullaby” spray painted over it. She realizes what Mace was saying was “ICUI4CU” the code to the locker. She retrieves the briefcase. Going to the hotel where Frank was killed, Emilie realizes Langral saw a reflected image that made it look like Snow killed Frank when in fact, he had killed Frank’s assassin. Emilie speaks to her father saying they have to do something.
Snow is talking to Shaw in jail. Shaw says he’s sorry about Mace and that they couldn’t retrieve the case. Snow said they did and brings it out for him. Shaw opens it and finds nothing. Shaw doesn’t understand. “What I don’t understand is, how did you know the combination Shaw?” It turns out Shaw was the mole selling the secrets. Shaw says this is extremely awkward now.
Snow asks how much he was paid to betray his country. Shaw said he was paid very well and gloats he will serve little time since the government likes to sweep things under the rug. He calls Snow “cannon fodder” and unlike him, they need people like Shaw. Snow burns Shaw’s face with Frank’s lighter (a reference to Hydell’s markings for being a rat). “That was for Frank,” Snow says as Shaw is dragged away by Langral. Langral tells Snow he did a good job. Snow just smirks.
Snow, now freed, goes outside and tries to light a cigarette, but the lighter is empty. He checks it, only to find a microchip on the bottom. He realizes that is why Frank told him not to lose it. The true information was on there. Snow detaches the chip and puts it in his pocket to save for a rainy day.
“Miriam Snow,” Emilie says. Emilie notes that being the President’s daughter gave her access to certain files (throughout the film, Snow refused to tell her his first name). Snow notes his dad was a big John Wayne fan. They banter so more, and Emilie says she owes him something. As Snow stares at her, she sucker punches him for earlier. They head off to get a drink, and Snow notices the sexual tension, noting that her father would not approve of their relationship. Emilie says it depends on his sexual prowess. Snow says he can give her “10 minutes.” She laughs.