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NOTE: This spoiler was submitted by Sandee.

Frank Moses (Bruce Willis) wakes at 5:59 am.  He lives alone, and makes breakfast, exercises and gets his mail.  He receives a Social Security check, which he tears in half.  He calls Social Security, and talks to Sarah (Mary Louise Parker), his case worker, and tells her the check didn’t arrive; she apologizes and says she’ll get another one sent out. They chit-chat about mundane things, including which books she reads, and how many leaves are growing on his avocado-seed (2) and then say good bye. Frank clearly likes her, and will make up excuses to call her.  He tells Sarah that he will be in Kansas City, where she is, and wants to meet her and take her to dinner-she agrees.

In the middle of the night, he wakes up and goes sleepily downstairs to the bathroom. When he closes the door, we see 3 face-masked, camo-wearing assailants in his house, pointing machine guns at the door.  They kick in the door, but he isn’t there. As they go looking for him, Frank takes them out one at a time.  There are more men outside-Frank puts bullets in a frypan and turns on the stove. As they heat up, he goes to the basement and gets a bag with fake id, money and weapons. Upstairs, the bullets get hot and blow; the men outside pepper the house with machine-gun fire and the house is left like Swiss cheese.  They go in the house, and Frank takes them out, and walks away. 

Sarah gets home from a bad blind date, and is startled to see a strange man in her apartment-she screams, throws things, and he tells her not to panic, it’s Frank.  She thinks he’s crazy and wants him out. Frank tells her that someone wants him dead, and that since they’ve obviously been tapping his phone, now she is at risk, too, and needs to come with him. He tells her he’s really sorry, and that he really likes her. He explains that he is a retired CIA agent, and that they have to leave quickly.  She refuses…and then we see her in the backseat of the car Frank is driving, tied up and with duct tape on her mouth, and very angry.  Frank tells her they are driving to see a friend who can help them. 

Meanwhile, we see a guy in a black suit, going through Frank’s trash. He finds the torn checks, and follows the lead to Social Security, and Sarah.  He gets her phone records and heads after them.

Frank drives to New Orleans.  He leaves Sarah tied and taped to the bed. Once he leaves, she begins banging on the bed, trying to escape.  He goes to an assisted-living facility, where he finds his friend:  Joe (Morgan Freeman), who is also a retired CIA black-ops agent.  Joe tells Franks that retirement is hard, he’s 80, bored, and has stage 4 liver cancer. He readily agrees to help Frank find out who is trying to kill him, and possibly Joe, too.  Frank leaves to get Sarah—she has escaped and called police. He grabs her, and the bad-guy in a black suit chases them and shoots at the car. They have a big shootout in the street, and Frank and Sarah escape.  The bad guy, Cooper (Karl Urban) currently works for the CIA and has been told to kill Frank as a former agent gone bad. 

Frank and Sarah drive to NYC to Chinatown, to find a reporter who has been asking questions about a mission they did years ago in Guatemala. Once there, they find she has been murdered, and go to talk to her mother, to see if they can figure anything out.  The mother shows them a post card that she sent them that arrived on the day she was killed.  It has a series of numbers on it that no one, not even the police, can identify.  Frank asks where she went to college, and they leave.  He recognizes them as call numbers in a library, and when they find the book with that number, she has left a list of names in it.  As they go down the list and check on the names, they find out that almost everyone has been recently killed. 

Joe is in his room at the home, and someone comes up from behind—we hear gunshots.  Frank calls and calls, but Joe never answers. He knows that something has happened to Joe, and tells Sarah there is someone else he can call to help-another former team member.  They drive to Pensacola and take a boat to a house.  Before they can ring the bell, a man hidden in full camouflage with leaves/twigs pops up and points a rifle at them—it’s Marvin, another former CIA agent.  He takes them inside and Franks briefs him on the events and shows him the list.  Frank whispers to Sarah that Marvin was a victim of drug testing: he was given LSD daily for 11 years, and is not quite right anymore, and very paranoid. Marvin takes note of a helicopter in the area and memorizes its number-he thinks its following them.  Marvin tells Frank that the names on the list have to do with an old mission they did in Guatemala:  someone went crazy and killed an entire village and they had to go in and clean it up and make it look like it never happened.  He explains that it looks like the reporter found this out and was killed for it, and now everyone involved is being killed.  One that is still alive is Gabriel Singer (James Remar), and Marvin knows that he’ll be at the airport cargo area tomorrow, so they plan to talk to him then. 

Singer takes them in the air traffic control tower, as it isn’t safe to talk outside.  He tells them that the reporter spoke to him and was asking questions about Guatemala.  He didn’t know that nearly everyone on the list is dead, and now they know that they are next.  While this is going on, Marvin is watching a helicopter that has landed at the airport, and notices the number: it is the same helicopter that was at his house. Before he can do anything, a shot comes through the glass and Gabriel is killed. They all hit the floor, and avoid getting killed.  The 3 go outside, heavily-armed, and take out the 3 assassins, with lots of big explosions.  Frank says they need information in the CIA records and they need help for this, and only one person can help them, and they leave.

Frank approaches the Russian Federation headquarters, and is immediately surrounded by gunmen.  He sees Ivan (Brian Cox), a Russian he worked with before.  They toast each other and drink vodka, and Franks brings him up to speed on the case.  Ivan is also bored. He laments that he hasn’t killed anyone in years.  Frank asks Ivan for the schematics and security information he has on the CIA headquarters in Langley.  Ivan agrees, if Frank will owe him a favor-he agrees. 

Frank and Sarah have fake i.d.’s and get in the CIA.  They go to the records dept, and the records keeper (Ernest Borgnine) recognizes Frank, and give him the file on Guatemala.  Cooper finds them before they can get out; they go the supply closet and make a chemical explosion as a decoy. Firemen come, and Franks knocks one out, wears his gear, and they walk out of the building-Marvin is waiting as the driver of the ambulance.  They get in…and find Joe is there.  He wasn’t killed after all, but he killed the hitman, and has been tracking them, and caught up.  The gang leaves to get one more team member.

They arrive at a beautiful colonial house.  Frank quietly enters, and finds Victoria (Helen Mirren) arranging flowers.  He marvels at how she adapted to “retirement” and she says she loves it all: the baking, flower arranging…but admits that to stave off boredom, she takes the occasional side job.  The rest come in, and they read the Guatemala file together. They want to find out who was the guy who botched things up so badly there, that they had to go clean-up, as this is the likely person behind the hits on everyone.  They figure that this person found out about the investigation by the reporter, and started the chain of murders.  Since the CIA is after them, they deduce that the CIA is protecting this person, so it must be someone of importance, someone with connections and power.  They decide to go visit the last man still alive on the list:  Alexander Dunning (Richard Dreyfus).

Joe is dressed in a bright blue military uniform, complete with ribbons and cords-he is “Sec. Baptiste”, from some unnamed foreign country, to do business with Dunning. The house is heavily guarded, and Dunning motions to Joe to be quiet—he turns on a taped conversation, and they duck out to a soundproof room—the CIA guarding him think they are having a normal business meeting.  Baptiste/Joe pretends to be interested in an illegal arms purchase, and then Frank joins them.  They question Dunning about his mess in Guatemala, and asks him who was it that he flew out of there so secretly?  He tells them it was Robert Stanton (Julian McMahon), the current Vice President.  He is going to run for President, and wants to kill everyone associated with Guatemala, to make sure the truth about his involvement there (he was the one who killed the village) never comes out.  They realize that the V.P. is using the CIA as his personal hit squad. Victoria calls—the FBI hears the tape skip, and knows something is wrong and moves in on them.  Agent Cooper calls Frank: Frank tells him that the V.P. is bad, and of course Cooper is skeptical.  Victoria tells them they are surrounded and there is no clean exit, but she can cover them to the woods, if they can create a distraction.  Frank tells Cooper he is surrendering and coming out, and Cooper swears that he will be safe. He issues a no-shoot order.

As Frank steps out the door, he is instantly shot. Cooper is furious and wants to know who defied his orders.  As they run up to the body, the flip it over and realize it isn’t Frank—it’s Joe. He offered to be the diversion and take the shot, as he was already dying of cancer. He was wearing Frank’s clothes and in the chaos, the diversion worked and the rest run to the woods, with Victoria shooting back and covering them.  Sarah falls down a snowy hill, and is instantly surrounded by the CIA; Victoria can’t rescue her, and leaves her. 

Frank calls Cooper; he tells him that he knows he has Sarah, and how important he is to her, and adds how we all protect the ones we love. Cooper has the call traced-it’s coming from his own house.  Frank tells him that if anything should happen to Sarah, someone he cares about, he’ll kill his family, and then come after him.  Cooper asks Frank what he is going to do, and Frank tells him he is going to kill the Vice President, and then hangs up. Cooper rushes to his house, and everything is fine with his family; inside Frank left the Guatemala file and the CIA-i.d. he previously stole from Cooper. 

Frank and his team have a plan to get to the Vice President.  They go to Chicago, where he has a fund-raising black tie event.  Security is tight, and Victoria arrives in a formal, looking elegant. She goes through security, and her necklace makes the scanner go off.  She removes it, and is cleared.  While she is putting her necklace back on, she drops her purse; a waiter (Marvin) sneaks a spray can into it as he picks it up and hands it to her.  V.P Stanton speaks, and announces his candidacy, and reminds them to donate big to his campaign.  She dances with Ivan, and he asks her to say that she loves him.  She smiles, but refuses, and as the dance ends, she hands him the spray. She leaves the ballroom, and uses her necklace to chain the doors shut on the outside.  Ivan secretly sprayed the odor causing spray around the room and then yelled,”Gas!   I smell gas!” and starts a panic. People rush to leave but the door is locked (her necklace). This forces everyone out the other door, with Secret Service around the V.P.  They escape and load the V.P. in a car, and as they drive through the underground parking, it is machine-gunned heavily by Victoria and Ivan.  They rush the V.P. back inside, through the kitchen, where gunfire breaks out.  Marvin and Victoria are involved, and run, but she takes a bullet. She makes him go on without her, as she can’t run.  She tries to find a way out, with the CIA on her heels, but finds a locked gate. She turns, to face her attackers, but the gate opens—it’s Ivan. He sees she’s shot, and picks her up and carries her out. She tells him she loves him.

The Secret Service agents get the V.P. out again, and this time, the car drives away, with Frank as the driver.  He tells Stanton that he knows about Guatemala, and holds him hostage, in exchange for Sarah, and they call Cooper.  They set up a meeting and prisoner exchange, and the CIA go to set up.  When they get there, Dunning is there with Cooper and Sarah; he is the mastermind behind all the killings, and V.P. Stanton is tired of it all.  Before he can re-neg and turn Dunning in, Dunning shoots him.  His plan is for Cooper to shoot both Frank and Sarah, and blame the shooting of the V.P. on Frank.  He demands that Cooper shoot Frank, and he raises his gun, but he hesitates, now knowing that Dunning is the culprit.  Cooper shoots Dunning instead, and the CIA begins shooting from their hidden spots, as does Victoria, who somehow is there with Ivan and Marvin.  When the shooting ends, Cooper and Frank shake hands.   Marvin asks if they can get pancakes.

In the car, Ivan reminds Frank that he owes him a favor:  he needs to help him with a small item in Maldora.  Franks has a hesitant face, and obviously doesn’t want to go, but Sarah asks, “Can we go?”  He smiles, and they kiss.

(During the credits) Marvin is dressed as a farm-maiden, and Frank is pushing him across a field in a wooden cart, with hundreds of troops chasing them, shooting.  Ivan wonders why he had to dress as the farmgirl---

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