The film begins with Mr. Smith (Clive Owen) sitting alone at a bust stop, eating a carrot. A nervous pregnant woman walks by him, and shortly afterward a thug comes around the corner and crashes his car. He pulls out a gun and follows the pregnant woman. Smith can’t just ignore this, so he follows them to a warehouse. The pregnant woman pulls out a pistol and tries to shoot the thug, but misses. The thug gets the upper hand and is about to kill her when Smith shoves the carrot into his mouth and punches it through his head. Suddenly, more thugs appear and so Smith uses the pregnant woman’s pistol to engage them in a shootout. Smith happens to be a badass, running all throughout the warehouse, sliding across the floor using oil, and slaughtering every thug that gets in his way. The woman begins to give birth while Smith covers her. He hates guys who wear ponytails, and when he sees a thug with a ponytail he promptly blows his brains out. He shoots another thug in the ass. The baby is born and Smith shoots off the umbilical cord, which doesn’t please the mother. Hertz (Paul Giamatti) leans on one of the wounded thugs and tells him to hold still while he tries to shoot Smith. Annoyed that he missed, he kills the thug and again tries to shoot Smith. Smith helps the woman and child into another room, and then makes her breast feed the baby to keep it quiet. Hertz follows them, but Smith sneaks up on him and takes his pistol away. Hertz is impressed, and recites a limerick. He also laughs, because the gun has a thumb scanner on it, and won’t fire unless he’s holding it. Smith finds out that it’s true, and then more goons show up. Hertz and the goons fire at Smith while he carries the woman and baby into the stairway. He asks the woman if she’s alright, but finds that she’s been shot in the head. He puts her body in the corner and is about to leave when the baby cries. Knowing that the baby will surely die, he picks up the baby and runs upstairs.
Hertz and henchmen follow Smith onto the rooftop, where they get involved in another shootout. Smith kills more guys, and shoots the sign on the roof so that it reads “fuck you”. He then jumps off the roof and through a window while holding the baby. Hertz, pissed off, shoots the sign on the roof so that it reads “fuck you too”. Smith escapes and gets paranoid by everyone around him. Lone Man (Greg Bryk), a man in a suit, spots him and so Smith walks into a bathroom. He goes to the last stall, closes the door, and stands on the toilet seat. As he eats another carrot, Smith accidentally drops his gun into the toilet. Smith puts the baby on the floor, quickly takes the gun apart, and begins to thoroughly dry each part. Lone Man gets closer and closer to the bathroom until he winds up outside the door. Smith reassembles the gun and Lone Man tells him to give up the baby. Smith refuses and pulls the trigger, but it won’t work. Lone Man shoots his way inside and tries to shoot Smith, but he slides across the floor and fights with him. Smith gets him to release his gun by putting his hand underneath the hot hand dryer. He then puts his gun underneath the dryer to fully dry it off and fires a shot into the wall. They stop fighting, and Smith recollects the baby and leaves. Meanwhile, the bad guys regroup and Hertz asks the thug that got shot in the ass what happened. They were following the pregnant woman when she ran past Smith at the bus stop. They originally thought that they would kill him after they killed the woman, but he got himself involved and protected her. Hertz shoots the thug in the other cheek for failing him. Smith winds up on a bus, and sees a mother holding her baby (who has a little beanie on). Only having the clothes he’s got on his back, Smith takes off one of his socks and puts it on the baby’s head to keep it warm, which makes the mother laugh.
Smith goes to the park, where he sees a bunch of parents playing with their kids. He goes to the merry-go-round and places the baby on it. He promises that someone will come and take care of him. As he begins to walk away, a woman approaches the baby, surprised that someone has left him. The woman is shot through the back by Hertz via sniper rifle. He then takes aim for the baby, but Smith shoots the merry-go-round to make it spin. He unloads his gun into it, making it go faster and faster (which makes Hertz unable to get a clean shot off). Smith grabs the baby, escapes, and walks around while carrying the baby in a brown paper bag. He goes to a brothel, where a hooker dressed as a nun answers the door. He forces his way inside, looking for a particular hooker that he knows. He goes to Donna Quintano (Monica Belluci), who has a customer sucking on her breasts while he’s dressed as a baby. Smith kicks him out, and tells Donna to take care of the baby. She refuses, since she figures that he’s kidnapped it and she doesn’t want to get involved. He assures her that he’s protecting it, and offers her five grand to watch it. She still refuses though, so Smith is forced to leave with the baby. Hertz waits in the car with the baby’s dead mother while his boys dig graves for all the dead thugs. He grabs her exposed breast and seems to be getting off on it, until he smells his hand. He realizes that she already gave breast milk, and so Smith will be looking for a wet nurse or hooker to feed the baby. He orders his boys to stop digging and to start looking for whoever can give breast milk.
Donna hears a knock at her door and assumes that it’s Smith again, but in walks Hertz and his goons. He holds her at gunpoint and tells her that he knows a man carrying a baby was in there recently. He makes his thugs wait out in the hallway, and then asks Donna where Smith is. She says that she doesn’t know what he’s talking about, so he fires his gun into the wall and burns her leg with the smoking barrel. He again asks, but she still doesn’t know so he shoots the wall and burns her thigh. He shoots again and prepares to burn her vagina when Smith shows up. He forces Hertz into the hallway, where we see that he’s already killed all the thugs. Hertz is out of bullets because he fired all his shots into the wall, and Smith is out of bullets because he fired all his shots at the park. However, Smith has grabbed another gun from a dead thug, but Hertz laughs again because it’s another thumb scanner pistol. Smith knew this, and has cut off the thug’s hand to make the gun work. Hertz grabs a knife and charges at him, but Smith shoots him in the chest. He then tells Donna to pack up her things and come with him.
While walking down the street, Donna gets pissed at Smith for getting her involved, but he refuses to apologize. Tired of walking, he begins to eye the parked cars when he sees an asshole parking in a handicapped parking space. Pissed, he breaks into the car through a window and takes off with Donna and the baby. Smith wakes up in the hallway, wearing a bullet proof vest, and having his cell phone ring. It’s his wife, who’s asking him when he’s going to be home. He says soon, and promises that he’ll be there for his son’s birthday. Hertz then walks outside and calls his employers, telling them that he needs a lot more guys for the job. He sees the broken glass, and knows that Smith was there. On the road, Smith gets pissed at a driver who speeds through traffic and doesn’t use his turn signals, so he rams the car and causes the driver to crash into a parked car. Donna says that Smith is the angriest man she knows. They go to a pawn shop, where Smith tries to buy guns. He’s short on cash though (he lied about the five grand from before) and tries to use food stamps to buy ammo, but he only gets half of what he wanted. He sees a man in a suit eyeing Donna, and then sees that both have disappeared. He goes to an alley, where he sees that Donna is giving the suit a blowjob behind a dumpster. Smith slams the dumpster lid on the guy’s hands, and tells him to piss off. Donna however was only trying to help with the money situation, and so they go back inside the pawn shop and buy a bullet proof vest for the baby.
Hertz and his men drive around town, searching for Smith, when Hertz sees the pawn shop. He orders the driver to stop, and automatically knows that he was there. When the thug asks him how he knows, the other one replies that he used to work as a behavioral specialist for the FBI, and so he knows a lot about people and their actions. Smith brings Donna to his home, which is an abandoned warehouse. He doesn’t actually have a key for the door, so he uses his pet rat to run across a security system he rigged and open the door for them. Inside, we see that Smith grows his own carrots, and he tells Donna that they’re good for the eyes. They also take this time to make a diaper out of newspaper for the baby. While flipping through the TV, Smith remarks that nothing’s on. He then notices a strange thing the baby doesn’t cry when heavy metal music is on. Hertz tracks Smith down to his warehouse, and organizes his new thugs. After he decides which card to use for his son’s birthday, he orders the henchmen not to disappoint him. Some run upstairs and kick start another shootout. Smith sends Donna down into the elevator while he runs around with the baby, shooting everyone in sight. One bit involves him sliding down an assembly line while killing numerous goons. Some thugs crash through the roof while being supported by cords, and Smith kills them as well. He blasts a goon down the staircase, and then grabs the cord as he jumps down the staircase. He slaughters all the henchmen running up the stairs as he falls down, and when he sees Hertz he tries to kill him but misses. Hertz shoots the cable, causing Smith to land hard on the dead goon below (crushing the goon’s body in the process). Smith reunites with Donna and they run off while Hertz ponders whether they really suck, or if Smith is really that good. The villains chase them outside, and get set some hungry dogs after them. Donna tells Smith to shoot them, but he can’t because he’s a dog lover. They escape again, leaving Hertz baffled at them getting away all the time.
Because the baby doesn’t cry when it’s listening to heavy metal, Smith gets the idea that the mother must’ve lived close-by to a metal bar. They go to the closest one nearest to the bus stop in the beginning, and see a bunch of diapers in the trash can outside. Inside, they talk with the owner of the bar (who’s heavily pierced all over his body). Donna grabs his penis and demands to know who lives upstairs. The owner won’t tell them, so she rips off a piercing from his dick. He then takes them upstairs, where he tells them that some guy in a suit paid to live there. They tell the owner to scram and walk inside the apartment, which has several dead men inside. Smith sees a picture of three pregnant women, and recognizes one of them as the woman from the beginning. Further inside they find plenty of semen donations, all from the same guy. They also find bone marrow, and two dead pregnant women. Smith realizes that whoever is after them is the semen donor, who needs the bone marrow from the baby to live. Lone Man is already inside, reporting to his superiors that he has tied off all loose ends except for Smith and the baby. Before he leaves, he realizes that he’s already there, so he has several men in suits infiltrate the apartment. One of the suits finds them, but is stabbed through the eye with a carrot by Smith. He steals all his guns and ammo, and realizes that all the henchmen are using the same type of gun, which isn’t supposed to be out yet.
After escaping, Smith and Donna go to a hotel to spend the night. While breast feeding the baby, Donna gets upset that Smith brought her along, and is upset that he hasn’t asked what happened to her baby. She gets emotional thinking about her dead child, who was delivered as a still-born because she got hit in the stomach. He comforts her, and then spends some quality time with the baby, who he names Oliver (after Oliver Twist). He places Oliver in the bathtub and shows off his pistol, displaying all the parts of it to him. Donna is eating some apple sauce from her finger, and asks Smith if he’s hungry. He sucks on her finger, and then before you know it they start to have sex on the bed. Henchmen show up again decked out in SWAT-type gear. Smith grabs his gun and shoots them while still having sex with Donna. He slams Donna against the wall and almost gets shot by a wounded thug, but he finishes him off and finishes the sex. Donna and Smith get changed, grab Oliver, and escape again. Smith wants to keep them in a safe place, so they go to an army convention. Smith decides to put Donna and Oliver in a tank, since it can withstand pretty much anything. He sees a mother spanking her child, and since it’s another thing he hates, he gives her a piece of his mind and spanks the mother, asking if she likes it. This distraction allows Donna and Oliver to sneak inside the tank.
Smith leaves and goes to the gun factory where all the henchmen guns are from. While sneaking around, he sees Hertz talking to Hammerson (Stephen McHattie), the owner of the factory and his boss. Hertz found out who Smith is, and starts to list off his credentials (ace marksman from an early age, being recruited into black ops, total badass, e.t.c…). It also comes out that Hammerson and Hertz are trying to kill the baby because Senator Rutledge needs its bone marrow to live. Rutledge is going to be elected president, and will pass anti-gun laws, which will run them out of business. A security guard loudly sips from his coffee, which annoys Smith. He beats him up, ties him up, and mocks him by sipping loudly from the coffee. Smith goes around and rigs a bunch of machine guns and shotguns to long strands of rope. Smith tries to sneak up on Hertz, but is shot at by thugs. He runs around the factory, setting off the traps he made with the guns. Smith steals a bunch of guns and to make his escape, he rigs a machine gun with a carrot so that the trigger is pulled back, and throws the machine gun towards Hertz. Smith goes back to the convention and goes inside the tank. He tells Donna that it’s no longer safe for them to be in the city. He tells her to get on a bus, and he says that he’ll make it back before she leaves. If he’s too late, then he doesn’t want to know where they’ll end up.
Donna and Smith passionately kiss each other before they go out in the open again. They’re spotted by Hertz and his boys, so Smith carries Oliver and leads them away from Donna. He jumps off a bridge, shoots the sunroof of a car before landing in it, and speeds off while the henchmen follow in a van. They shoot at him, and when he tries to shoot back his gun is shot out of his hands. Smith opens his car door and slams on the brakes, causes the van to take off his door and knock out a thug. He leans down and grabs a fallen machine gun, slaughtering all the van thugs. Smith gets crashed into by another van and spins out of control. When Smith gains control, he realizes that Oliver has been ejected from the car. He speeds off towards him and leans down to try to pick him up, but fails. Instead, he shoots out the windshield of his car and the oncoming van, and then crashes into the van without wearing a seatbelt. Smith is launched from the car to the van, and kills everyone inside. He hears Hertz in a car outside, who sees Oliver in the middle of the road. Hertz has his driver run the baby over, but when they go for a closer look they see that it’s a robot baby, which bewilders them. Donna runs back to the tank, where Oliver is, and takes him to the bus stop. Smith smiles as he gets away yet again. He calls up Lone Man, demanding to see Senator Rutledge. He tells him to come to the airport, where Rutledge is going to take off in a few hours.
Smith goes to the airport and enters the airplane, where he meets Senator Rutledge (Daniel Pilon), who’s hooked up to several medical machines. He demands to know where the baby is, but Smith won’t tell him. Hertz and Hammerson appear, and reveal that they made a deal with Rutledge. They’re going to allow him to have the baby’s bone marrow, and when he becomes president he won’t pass any anti-gun laws. Smith holds Rutledge hostage while everyone on the plane holds him at gunpoint. Smith takes Rutledge down a hatch and ties him to the door. Smith says that if Rutledge is killed, it would further his cause to make the anti-gun laws go into effect, which would screw over Hertz and Hammerson. Smith shoots Rutledge through the forehead, which pisses everyone off onboard. Smith then jumps out of the plane while wearing a parachute. He’s followed by Lone Man and his henchmen, who all wear parachutes and try to shoot Smith while they fall towards the ground. During the air shootout, Smith gets shot in the arm but still manages to kill everyone. He launches himself towards Lone Man, disarms him, and forces him to land on top of a helicopter, which cuts him into pieces. When Smith lands, he finds that the ground is littered with dead bodies from the sky. He stumbles inside a warehouse and passes out. When he wakes up, Hertz is standing over with his pistol. Elsewhere, Donna and Oliver get on the bus.
Smith is captured and taken somewhere else, where Hertz still demands to know where Donna and Oliver are. Smith tells him that since Rutledge is dead, there’s no need to still hunt them. Hertz says that they’re going to cover it up, saying that the plane went down and Rutledge’s body was never found. The only loose ends are Smith, Donna, and Oliver. Smith won’t budge, so Hertz breaks his fingers one by one. When that doesn’t work, he grabs a scalpel and prepares to gouge his eye out. Smith head-butts Hertz, being stabbed in the head in the process, and proceeds to kill the henchmen around him. Hammerson tries to shoot him, but Smith squirts blood in his face and makes him shoot himself. Smith grabs a gun and stumbles into the hallway, with Hertz following him. Smith tries to shoot him, but his shots miss due to his broken fingers. Hertz laughs, and continues to chase him into a den. Smith drops his gun on the floor and rests next to the fireplace. Hertz is about to kill him when Smith reveals that he’s holding onto bullets in-between his knuckles. He puts his hand in the fire, and the heat causes the bullets to fire. Hertz’s body is pumped full of bullets, knocking him to the floor. They get up, severely wounded, and slowly raise their guns for their last dual. Smith is faster on the draw and kills Hertz by blasting a hole through his body.
Some time later, Smith goes to the bus stop and gets on the same bus Donna took when she left. He doesn’t know where she is though, and his hands are completely bandaged. He stops at a Dairy Queen, and then he notices Oliver resting on top of a table. He then notices that Donna is a waitress there. She drops her ice cream and they kiss each other. Just then, a bunch of rednecks burst into the shop to rob the place. Smith pulls out a gun, and uses a carrot to pull the trigger. He shoots one robber in the ear, another in the leg, and shoots another one, which causes him to shoot his buddy in the foot. A wounded robber tries to shoot him, and the film ends with Smith killing him.
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