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NOTE: This spoiler sent in by Caboose who adds... "To avoid confusion, I only refer to the character’s super hero names when they are in costume. When they are NOT in costume, I use their real names. "

The movie opens up with the very famous “Smiley Face” pin we all know. Zoom out to reveal it belongs to an aging Eddie Blake (Jeffrey Dean Morgan), who drinks some coffee and sits in his apartment. As he channel surfs, an unseen man breaks in through Eddie’s front door. Eddie simply says “Just a matter of time, I suppose”, and the two get into an epic fight. Even though Eddie is fast, his opponent gets the upper hand by throwing Eddie into glass tables/across the room/etc. After a drop of blood falls onto the Smiley Face pin (a trademark for anyone that read the comic), the other man picks Eddie up and throws him out the window. Eddie plummets to his death.

Opening credits roll to “The Times They Are-A-Changing” by Bob Dylan (the music selections in this movie were awesome, btw). Through the credits, we learn some background information; mainly regarding how people looked up to superheroes and how they played a huge part in some of America’s biggest events (they even claim that Eddie Blake was the one that shot JFK). However, people began protesting the existence of superheroes. It’s now 1985 – Richard Nixon, who has just been elected for his 5th term, passed the Keene Act, which outlaws superheroes forever.

The next morning, the cops search Eddie Blake’s crime scene and barely find any evidence. Later that night, Rorschach (Jackie Earle Haley) shows up to Eddie’s apartment to do his own investigation – for those who don’t know, Rorschach is the one wearing the white mask with the shifting black images on it. After finding the Smiley Face pin, he looks behind Eddie’s closet and finds his stash: lots of guns, pictures of two generations of superheroes (Eddie being in both pictures), and the costume to his superhero alter-ego, THE COMEDIAN. As we zoom on the older picture of superheroes, we cut to Hollis Mason having a beer with Dan Dreiberg (Patrick Wilson). Through their talk, we learn they were both the superhero NITE OWL (Hollis being the older one and Dan being the newer one) and that Hollis has written a book about his superhero days. When Dan goes home, he finds that Rorschach has broken in and helped himself to a can of beans. They go down to Dan’s basement to talk, which is full of high tech gadgets, the Nite Owl costume, and his flying Owl-Ship. Rorschach begins theorizing that The Comedian’s death is the start of someone “picking off costume heroes”. Although Rorschach wants Dan to help him figure out what’s going on, Dan claims he’s done being a superhero. After Rorschach leaves, Dan goes to visit Adrian Veidt (Matthew Goode), who was once a superhero named OZYMANDIAS. Now nicknamed “The World’s Smartest Man”, Adrian has become a rich tycoon and has even made his former alter-ego into an action hero. The reporters interviewing him joke about him being fast enough to catch a bullet. The two talk about Rorschach’s theory and than about what would happen if the Russians were to launch all their nukes. Meanwhile, Rorschach goes to a military base to meet the final two superheroes, Dr. Manhattan (Billy Crudup) and his girlfriend Laurie Jupiter (Malin Akermann) who was formerly the second SILK SPECTRE. Dr. Manhattan is a man who glows blue and is the only one in the movie with actual superpowers. Rorschach warns the two about his masked killer theory; after there’s talk about how Eddie Blake tried to rape Laurie’s mother, Dr. Manhattan uses his powers to teleport Rorschach out of the base. Afterwards, Dr. Manhattan claims he can’t see the future (one of his MANY powers) due to “temporal interference” caused by a burst of tachyons. Dr. Manhattan touches Laurie’s forehead so she can “see time as he does”; Laurie has a flashback of her parents fighting, and begs Dr. Manhattan to stop. Dr. Manhattan then tells her to “say hi to Dan Dreiberg for me” as she will go out to dinner with him later. And just like he predicted, Laurie goes to dinner with Dan that night. They reminisce about the superhero lives they once lived and laugh about it. Laurie confesses to Dan that Dr. Manhattan has lost touch with the world, and she doesn’t know if he even cares about her anymore.

The next day, Eddie Blake’s funeral is held. Laurie doesn’t go – she is instead teleported (by Dr. Manhattan, of course) to the condo of her mother Sally (Carla Cugino), who was the original SILK SPECTRE. There, Sally reminisces back to a day when she was a superhero – as she changes out of her costume, a younger Eddie Blake walks in, beats her up, and tries to rape her. Fortunately, another superhero walked in and stopped Eddie before he could rape her. Back to Eddie’s funeral, where we see Dan, Adrian, and Dr. Manhattan by Eddie’s coffin each having a flashback regarding The Comedian. Dr. Manhattan’s flashback goes back to the Vietnam War, where he and The Comedian are shown annihilating the Viet Cong (cool shots of The Comedian torching enemies with a flame thrower and a 60-foot tall Dr. Manhattan vaporizing soldiers with his hand). As the two are at a bar, The Comedian is approached by a pregnant Vietnamese girl, who claims the father is The Comedian. After insulting her, the girl cuts The Comedian’s face with a broken bottle; he retaliates by shooting the girl in the head. He then goes on to scold Dr. Manhattan for not trying to stop him, claiming he’s losing touch with the world. Adrian’s flashback is the first meeting with the new Watchmen, where The Comedian doesn’t take it seriously and lights Adrian’s white board on fire, showing how much he DOESN’T care. Dan’s flashback is of him and The Comedian stopping a “Ban Superheroes” riot. When the crowd starts throwing Molotov cocktails at Nite Owl’s ship, The Comedian jumps off and starts wreaking havoc. Nite Owl tries stopping The Comedian before he shoots a rioter with rubber bullets. Nite Owl asks “What happened to the American Dream?” Comedian responds with, “It came true – you’re looking at it.” Back at the funeral, Dan flicks the Smiley Face pin into Eddie’s grave as the funeral ends.

After the funeral, we follow a man named Edgar Jacobi (Matt Frewer) from the cemetery to his house. There, he is ambushed by Rorschach, who demands to know why he was at the funeral. Through Rorschach’s torture, we learn that Edgar was once a super-villain known as Moloch. He confesses that Eddie showed up drunk to his house one night, crying and in his Comedian costume – he was apparently sobbing over the bad things he’s done and claims there’s a list he and Moloch are on. Rorschach thinks the story is ridiculous, but believes him. He goes through Edgar’s house, finds a pension check sent by Pyramid Industries, and confiscates an illegal medication; this is where Edgar admits to having cancer. Rorschach leaves the house to pay his respects to Eddie’s grave.

Meanwhile, Laurie officially leaves Dr. Manhattan after a strange incident when they were having sex – basically, he tried to have two clones of himself please Laurie while the third Dr. Manhattan was in the other room working. She runs to Dan’s house, admitting that she had nowhere else to go (because she’s lived a long time with Dr. Manhattan, she doesn’t have any friends except other superheroes). Dan is happy to take her in and invites her to have a beer with Hollis. As they walk down the street, the two are cornered by a gang. The two don’t panic – instead, they kick the CRAP out of everyone in the gang. After a few minutes of epic fighting, they leave the gang on the floor, clutching their broken arms/legs/etc. As this goes on, Dr. Manhattan puts on a suit and gets ready for a TV interview. After clutching a picture of what he looked like as a human, he teleports to the TV station. The interview starts normal, until someone brings up the fact that anyone that’s been in contact with Dr. Manhattan now has cancer (including Moloch). Even his old girlfriend Janey Slater shows up and damns him for giving her cancer. The reporters rush Dr. Manhattan, who screams, “LEAVE ME ALONE!” and teleports to Mars. He sits in silence and stares at the picture he was looking at earlier. He has a flashback where we see the human Dr. Manhattan aka Jon Osterman at the carnival with a young Janey. He claims that he is truly in love with this girl. Another flashback shows Jon at a testing lab with Janey – he runs into a testing room to grab his watch when the door shuts on him, locking him in as a reactor activates. This fries Jon, who claims this is the last time he’s felt fear. Another flashback shows a circulatory system forming at the lab….and then a skeletal system….and then Dr. Manhattan forms in front of Janey. More flashbacks show him being introduced to Nixon, people claiming he is “Superman”, Janey becoming afraid of him because he is now “God-like”, his introduction to the new group of Watchmen, and how he eventually left Janey for Laurie because he sees that Janey is getting older while he stays the same. Back on Mars, Dr. Manhattan begins making an ENORMOUS glass palace for himself.

With Dr. Manhattan gone, Nixon is alerted that nuclear war is on the way. While the Doomsday Clock gets closer to midnight, all can only pray that Dr. Manhattan returns. Meanwhile, an assassin is sent to kill Adrian at his office. Adrian uses his quick reflexes to stop the assassin; however, the assassin dies after biting down on a poison capsule. Further investigation confirms that the assassin was sent by a company called Pyramid Industries, which is the same company sending Moloch pension checks. Rorschach pays Moloch another visit, and is shocked to find him shot in the head. The police surround the building, leaving Rorschach to believe he was set up. He defends himself with a stick of matches and a can of Aerosol (which makes a mini flame-thrower, if you didn’t know), but is apprehended by the police, who rip his mask off.

Rorschach – now being known by his real name Walter Kovacs – is taken to prison where a psychiatrist tries to admit him to a mental facility. The reason behind this is simple – many of the inmates were caught by Rorschach, and they would love to kick Rorschach’s ass if he’s in prison with them. The psychiatrist gives Walter a Rorschach test, which shows just how disturbed Walter is. In some of the tests, he sees his prostitute mother telling him she wished “she would’ve had an abortion”, and the young Walter beating up a few kids after they called him the “son of a whore”. Walter then tells a story about one of Rorschach’s first cases. After finding that a kidnapped little girl was murdered, he traps the kidnapper, kills his dogs, and slices through his head with a meat clever. He claims that this is the day that “Walter Kovacs died”. This is enough for the psychiatrist to give up and send Walter to prison. While in prison, another inmate tries to stab Walter while in the food line. Walter retaliates by throwing a vat of hot cooking oil in the guy’s face. While he’s being dragged away, Walter screams, “None of you understand. I’m not locked up in here with you….YOU’RE LOCKED UP IN HERE WITH ME!!!!” That night, Rorschach is approached by Big Figure (Danny Woodburn), a dwarf mob boss who Rorschach put away 15 years ago. He claims that the inmate Walter scarred is probably gonna die, and the second he does, the whole prison will riot.

At Dan’s house, Laurie is seen downstairs fooling around with some of Dan’s Nite Owl gadgets (including the Owl Ship). After stopping a fire that Laurie caused, Dan heads back upstairs, oblivious to Laurie’s charm. She meets him back upstairs, and they share an awkward kiss. That night, Dan has a strange dream where he and Laurie (both naked) rip their flesh off to reveal they’re wearing their superhero costumes underneath. The two kiss as a nuclear explosion occurs near them, eventually vaporizing them. Dan wakes up, claiming he’s tired of not doing anything. Laurie wakes up, and they agree to “play superhero” tonight. As Dan puts on the Nite Owl costume, Laurie walks down the stairs wearing her sexy Silk Spectre costume. The two roam the city in the Owl Ship and  find an apartment building on fire. The two work fast, successfully putting out the fire and saving everyone trapped inside. Afterwards, Nite Owl and Silk Spectre kiss again and have sex in the Owl Ship as it floats above the city (they played a song called “Halleluiah”, which made the sex scene unintentionally funny).

After some arguing, Nite Owl and Silk Spectre head to the prison to break Rorschach out. They find the prison in complete chaos – everyone is rioting, guards have very little control, and Big Figure is now trying to break into Walter’s cell. Although they break the lock to his cell, Walter kills both of Big Figure’s thugs, leaving Big Figure helpless. Meanwhile, Nite Owl and Silk Spectre enter and kick the crap out of every inmate/guard (typical cool Zack Snyder fight scene). After the fight ends, they see Rorschach back in his full costume. He tells them, “I have to visit the men’s room”, but we know he’s clearly trapped Big Figure in the bathroom. A few seconds later, he comes out, and the three leave the prison – blood pours out of the bathroom underneath the door, sealing Big Figure’s fate.

When the heroes make it back to Dan’s house, they find Dr. Manhattan waiting for them. He teleports Silk Spectre to Mars in order to have her convince him why he should return to Earth. While Silk Spectre is amazed to be on Mars, Dr. Manhattan why would he save a world he no longer has any stake in; Silk Spectre asks him to do it for her. It becomes clear that convincing Dr. Manhattan to return home won’t be easy, so he escorts Silk Spectre to his glass palace to show her that he cares about Mars more than Earth now.

Meanwhile, Rorschach and Nite Owl roams a local bar looking for clues on Pyramid Industries. An uneasy moment involving a crushed glass and a man’s hand leads the heroes to learn Janey Slater hired the assassin to kill Adrian. This leads them to Adrian’s office, where Rorschach finds Dr. Manhattan’s psyche profile and Nite Owl successfully hacks into Adrian’s computer. Nite Owl finds a file named Pyramid on the computer, leading them to believe that ADRIAN is behind all this. We then learn that Adrian has retreated to Antarctica in fear of nuclear war. Here, Adrian – now dressed as Ozymandias - works with many scientists to advance Dr. Manhattan’s atomic energy research. They celebrate and drink champagne, which Ozymandias has poisoned. All the doctors die seconds later and their bodies are vaporized in the experiment. Some time during this, Rorscach takes his journal to a building and drops it off in the mailbox.

Back on Mars, Dr. Manhattan and Laurie glide through Mars on the glass palace.  Dr. Manhattan explains to Laurie that everyone on Earth will die and that this talk will end with Laurie crying. Although he’s still having problems seeing the future, he knows how many people will die during the chaos; regardless, Laurie tells Dr. Manhattan to land the glass palace and send her back to Earth so she can “die with all the worthless humans”. Dr. Manhattan insists that she sees things like he sees them – he touches her forehead again, and she goes back to the same flashback of her parents arguing. This time, the argument continues, and we learn that Sally eventually went back to Eddie once. Another flashback occurs years later, where Laurie is pulled away by her mother after Eddie hits on her. Sally yells in Eddie’s face, “Is there no low you’d sink to?” The flashbacks stop, and Laurie begins to tear up (just as Dr. Manhattan said) when she realizes THE COMEDIAN IS HER FATHER! She cries and smashes the glass palace with her hands – after Dr. Manhattan saves her from the falling pieces, he compares this revelation to a “turning gold into air”, comparing Laurie’s birth to a miracle. He tells her to dry her eyes and get ready to go home. We zoom off of Mars to see the craters surrounding them form to make a giant happy face.

Meanwhile, the Owl Ship lands in Antarctica next to Ozymandias’s lab. They infiltrate the building and attempt to sneak up on Ozymandias; however, he’s much faster than them, and ends up beating the crap out of him. Here, he admits to killing The Comedian and Moloch, arranging so everyone around Dr. Manhattan would breathe a toxic gas giving them cancer years later, and even hiring the assassin to come after him (he always knew he’d be faster than the assassin). He also admits to spending billions of dollars on tachyon research so he can find a way to prevent Dr. Manhattan from predicting the future. Ozymandias is using the research to create several BLUE explosions around the world. Even though the explosions will kill millions of people, it will eliminate the nuclear threat by uniting the world against one common enemy….DR. MANHATTAN. When Rorschach and Nite Owl attempt to stop him, Ozymandias laughs and claims his plan has already been activated; he mutters the famous comic book line “I already did it thirty five minutes ago”, and we get a shot of a blue explosion killing EVERYONE in New York City. Dr. Manhattan and Laurie return to Earth just in time to see the aftermath of the explosion. When he quickly realizes Adrian is behind this, Dr. Manhattan teleports himself and Laurie to Antarctica. While running after Ozymandias, Dr. Manhattan gets caught in a reactor similar to the one he got his powers from. Ozymandias turns the reactor on seemingly fries Dr. Manhattan. An upset Laurie shoots Ozymandias with a gun she picked up at the prison. Shockingly enough, they learn that Ozymandias actually CAUGHT THE BULLET and springs back to life. As he prepares to fight, we hear Dr. Manhattan say, “I’m very disappointed in you, Adrian.” Ozymandias looks up and sees a 100-foot tall Dr. Manhattan reach in through the glass roof for him. As Dr. Manhattan shrinks down to normal size, Ozymandias turns his T.V. on – Nixon’s presidential address is on, and it’s telling America to unite against Dr. Manhattan. They all realize that they can’t stop Adrian’s plan – even though he’s killed many people, he also saved the world from total annihilation. Still, Rorschach is furious and plans to exploit Adrian. Dr. Manhattan, now understanding Ozymandias’s logic, attempts to stop Rorschach. Rorschach rips his mask off, screaming that none of this would’ve happened if Dr. Manhattan still had some humanity left in him. Rorschach than insists that Dr. Manhattan kill him….Dr. Manhattan waves his hand, and blows Rorschach into pieces! His blood makes a Rorschach pattern in the snow. Dr. Manhattan than tells Laurie that he’s leaving the galaxy for one a little less complicated. He says that maybe he’ll make some life of his own, kisses her, and leaves. Nite Owl and Silk Spectre, still in complete shock, get in the Owl Ship and leave Ozymandias alone in his lab.

Some time later, Sally goes to visit Laurie and Dan in their new townhouse. Laurie confesses that she knows Eddie Blake was her father. Sally apologizes for not telling her, but Laurie forgives her. Laurie and Dan have returned to their lives since there’s no need for superheroes.

The last scene is at the publisher for the town’s newspaper (The New Frontiersman), which is going downhill because they have nothing to write about anymore. One of the writer’s looks through the “crank file” and finds Rorschach’s journal – he debates on looking through it.

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