Frank Moses (Bruce Willis
) lives a very routine life alone in the Cleveland suburb of Parma Heights, Ohio. He wakes up early (6 a.m. on the dot on the morning we meet him, with no alarm), exercises, and retrieves his mail. Upon receiving a government pension check in the mail, he calls the pension office to speak to his case worker, Sarah Ross (Mary-Louise Parker
). He tells her the check didn't arrive as he tears it up. She's exasperated and promises that they'll send another check right away. It's evident that Frank calls just to speak with her, and she enjoys talking to him too. They chat about things like the book she's reading (it's a trashy romance called Love's Savage Secret
-- "It's terrible -- I love it") and how many leaves are growing on Frank's avocado pit.
Christmas is approaching and Frank decides to follow his neighbors' example and decorate his property, putting a team of reindeer on the lawn and a snowman on the porch. It's not clear whether he does it because he's really feeling it or to make his already nondescript house blend into a neighborhood where everyone else has Christmas decorations.
One day on the phone with Sarah, Frank plucks up the courage to say that he'll be in Kansas City the following week, where she lives. She tells him to call her when he gets there. Later, they're in their separate homes reading in bed -- and they're both reading Love's Savage Secret
In the middle of the night, Frank wakes up, dons his robe, and wanders sleepily downstairs. As he turns a corner towards the kitchen, three men wearing SWAT gear follow silently behind him. They watch as he enters the kitchen and closes the door. With the go-ahead, one man kicks the door in but finds the kitchen empty. As they look for him, Frank suddenly appears and takes them all out one by one with silent precision. When their radio asks for a report from Unit 1, Frank realizes there must be more assassins outside. He takes a handful of bullets, puts them in a frying pan with a little oil, and turns on the stove. He goes into the basement and sledgehammers through the floor to a hidden depository where a packed bag, money, weapons and ammunition, and passports are stored. Upstairs, the bullets cook off, giving the impression of a gunfight, and a second team of three operatives opens fire on Frank's house with automatic rifles. They enter the house but Frank quickly kills all three of them. He walks away from his house unscathed as his front porch collapses.
Sarah returns home from a bad date, muttering about the man's not-so-ideal qualities. "And you live with your mother? Awesome!" she says to herself as she grabs a beer from the fridge and walks into her livingroom... right past Frank, who's standing in her hallway. He tentatively waves at her and smiles but she begins throwing things at him and demands that he leave. She interrupts herself to ask "Is that my bag?" (He admits that it is, and he packed it), and "Did you vacuum?" (He did, a little.) He tries to calmly tell her, with no success, that someone is trying to kill him and that they will have been listening in on his calls, thereby knowing who Sarah is and where she lives. As if on cue, a black SUV full of operatives arrives outside. Frank apologizes to Sarah and takes her with him just before the assassins break into her apartment. As he drives, Frank tries to smooth things over with Sarah, who is tied and gagged with duct tape in the back seat. She mumbles and rants unintelligibly behind the tape and gives Frank looks of disgust.
In a modern house with lots of glass, a guy (Karl Urban
) in a nice black suit talks to his wife (Michelle Nolden
) on a Bluetooth headset about a bullying problem their son is having at school. As he talks, he takes hair from a bag and carefully places some on a hairbrush and some in a shower drain, then plants a fingerprint. He goes through some photos before promising to pick up milk on the way home. As he hangs up, he approaches a man who's standing on a chair wearing a noose. The guy in the suit pulls the duct tape from the second man's mouth. The second man says "I can make you rich! Do you know who I am?"
"Of course I do," suit guy replies. He kicks the chair out from under his victim, who kicks and struggles briefly. As soon as he stops, suit guy removes the dead man's handcuffs. Ten minutes later, suit guy is picked up in a limo in D.C. by his boss, Cynthia Wilkes (nm068207
), and assigned to kill Frank, who's described as a retired CIA analyst.
Frank drives through the early hours of the morning to a motel in New Orleans. Frank leaves Sarah tied to the bed, apologizes once more, comments on her beautiful eyes (which she rolls at him), and leaves, telling her he'll be back soon. He goes to meet one of his oldest friends, a fellow retiree living in Green Springs Rest Home. Joe Matheson (Morgan Freeman
), dressed in a red track suit, asks a young aide, Marna (Jaqueline Fleming
), to fix the television reception for him but fixes his attention on her rear end as she bends over. Frank enters the room and greets Joe, telling him in private about his visit from the "wet team." When Joe asks if Frank ID'd any of them, Frank says "Kind of," and hands Joe a manila envelope full of severed fingers.
In a small jet, suit guy peruses papers, some of which are torn or crumpled. He puzzles over the torn half of a pension check until he finds the other half: he's looking at Frank's recycling. A little later, he finds his way to Sarah's records, criticizes someone over the phone for not being suspicious of Frank's 22 calls to her in pension services, and realizes that Sarah has just called 911. He arranges for someone to pick Sarah up in New Orleans and tells his pilot to change course.
Joe makes a call and tells Frank a hit squad from South Africa apparently the same one that came after him -- killed a New York Times reporter called Stephanie Chan. They don't know who she is, but there's some connection to Frank's case. Joe is bored, 80 years old and has stage 4 liver cancer. He reminisces about the things they've been through and admits he never thought about getting old and the perils involved with it.
Meanwhile, Sarah has managed to escape from her bonds by slamming the headboard of the bed against the wall. She calls 911 and is soon met by police and an ambulance. The paramedics dismiss her and she's led away by an officer who tells her that the police need her to make a statement and a couple of Feds also want to ask her some questions. When she asks to retrieve her purse from the motel room, the officer grabs her forcefully and begins to inject her with a drug. However, the officer is swiftly killed or incapacitated by Frank, who got back just in time. He commandeers the police car and drives away with Sarah, who begins to slip into a drugged stupor. Their car is T-boned by a black SUV. Frank is out of the car and shooting at the SUV before the car even stops spinning. The SUV driver is none other than suit guy, a CIA assassin called William Cooper. Cooper is a force to be reckoned with, but severely underestimates Frank's ingenuity. Frank calls 911 to report an officer down and fingers Cooper as the suspect. As Frank escapes the city with Sarah, Cooper is surrounded by police.
Frank and Sarah drive to New York City to follow up on the reporter's death. Sarah becomes more trusting of Frank and accepts that he is ex-CIA. They find the reporter's mother living in Chinatown and Sarah asks to speak with her, believing she'll be able to gain the womans trust better than Frank could. Mrs. Chan (Emily Kuroda
) tells them that her daughter was murdered in what was described as a robbery gone bad, but nothing was taken from her apartment. Mrs. Chan shows them a postcard from Stephanie that arrived the day she was killed. On it, Frank reads a series of numbers that no one had been able to decode. Frank asks where Chan's daughter went to college and follows that lead to the school's library stacks. He reveals to Sarah that the numbers on the postcard are from a library classification system and indicate the location of a book. The lead takes them to a section of the library where Sarah finds the book containing a piece of paper with a list of names on it. As they check the names, Frank realizes that most of the people on the list have recently been killed.
Joe sits quietly in his room and is approached from behind by an assailant (Lawrence Turner
), who Joe can see in the mirror. Joe asks if "this is how it's going to be." Frank attempts to contact Joe but his persistence is finally greeted with the saddened voice of nurse Mary (Justine Wachsberger
) as she stands outside the retirement home near an ambulance. Deflated by the news, Frank tells Sarah that there is still another person who can help them.
Cooper, meanwhile, goes to the records room of the CIA where the records keeper, Henry (Ernest Borgnine
), provides some background on Frank. A retired black-ops agent (not an analyst as Cooper was told), Frank served in the CIA doing a variety of work and is an expert in practically every known kind of spycraft, weaponry, and combat. Labeled "RED" (Retired, Extremely Dangerous) after his retirement, Frank is a top ex-agent. However, it's clear that Cooper is also in the top rank. As an assassin working for the CIA, he has access to top secret information and is highly skilled in his profession.
Frank and Sarah drive to Pensacola, Florida and steal a boat to travel to a dilapidated house on a bayou. Frank advises Sarah to stay close and not make any sudden moves. They're accosted by a wild-looking man dressed in camouflage and armed with a crossbow. Frank tells his old peer, Marvin Boggs (John Malkovich
), that he's not there to kill him despite Marvin's paranoia. Satisfied, Marvin takes them into his home...a beat up car out back with a secret stairwell descending from inside the hood of the car; he explains that the house is a decoy. When questioned by Sarah about Marvin's paranoid behaviors, Frank tells her that Marvin suspected correctly that he was part of a mind control program when serving the CIA. He was given daily doses of LSD for eleven years. Frank briefs Marvin on his assassination attempt and their findings, showing him the list of names. Marvin recognizes most of the names as people who were involved in a mission in 1981 in Guatemala, a mission that Marvin and Frank were also a part of. Marvin recalls the clean-up they had to do in a village there after most of the inhabitants were massacred and theorizes that all the people involved are now being silenced.
However, one person on the list remains alive. Gabriel Singer (James Remar
) now works as a cargo pilot. When they stop for lunch, Sarah works the phone and discovers Singer is flying into Mobile the next day. Marvin is distracted by a passing helicopter and notes its ID number. The next day as they prepare to leave for Mobile, Marvin becomes excited and exclaims that he's "going to get the pig!" They arrive in Mobile by train, Marvin holding a stuffed, pink pig beneath his arm, and walk through the train station only to see Marvin grab a woman in a business suit and threaten her with a gun, demanding to know who she works for and saying "You smell like Washington." He tells the bewildered Frank that the woman was following them, she has a camera in her bag, and she's "one of them." Frank empties the woman's purse and finds no camera, so he orders Marvin to let her go and go rent a car. Marvin is embarrassed and dejected by his failure.
At the airport, they find Singer and inquire about the Guatemala mission. Under pressure, Singer takes them to the privacy of a traffic control tower and tells them that the purpose of their mission was to extract a person of interest from the village and erase all evidence of his involvement there. Before he can say anything else, Marvin notices a helicopter flying toward the tower. Nobody else finds this noteworthy they are, as Sarah observes, at an airport but Marvin panics because it's the same helicopter he saw yesterday at lunch in Pensacola. Before they can do anything, a sharpshooter in the helicopter kills Singer. Cooper orders them to "shake the tree," so they keep shooting, destroying the tower.
The trio manages to escape and takes refuge among large shipping containers stored near the terminal. They're attacked by multiple assassins as they dodge among the containers. Marvin gives Frank his pig, which turns out to house a folded grenade launcher. The woman Marvin accosted earlier shoots at them (just because you're paranoid doesn't mean they're not out to get you). She calls Marvin an old man, which makes him indignant. "Can I kill her now?" Frank's all for it. When the woman takes aim with a rocket launcher Marvin takes his revenge, firing a bullet into the oncoming rocket (an amazing feat), which triggers a premature explosion, killing the assailant. They continue to fight their way out of the terminal before Cooper and his men can kill them. In the aftermath, Frank determines that they need more information and must infiltrate the CIA itself to obtain it. Marvin slanders this as a suicide mission but Frank knows where to go to get some help. This news doesn't improve Marvin's morale.
They drive to Russian Federation headquarters and Frank enters alone. He is escorted to a large basement room where he meets Ivan Simanov (Brian Cox
), an old secret agent and long-time adversary whose cousin Frank killed. They share some vodka and Frank reveals, to Ivan's amusement, that his cousin Igor is still alive -- Frank turned him. Igor owns a string of 7-Elevens and weighs 500 pounds. Ivan laments that he's bored and hasn't killed anyone in years. He agrees to help Frank and give him the blueprints, credentials, and tools he needs to infiltrate the CIA in Langley on condition that Frank perform a favor to be named later. Frank and Sarah enter the CIA with fake IDs, courtesy of Ivan, and are nearly caught when Sarah drops Frank's contact lens (with false optics for an eye scanner). They find their way down to the records room where Henry recognizes Frank and eagerly gives him the file on Guatemala. He tells Frank that Cooper was down in the room looking for information on him the other day. Frank sends Sarah off to wait for him while he goes to confront Cooper in his office. The two fight fiercely, both getting injured in the process. After gaining an early advantage, Cooper mockingly calls Frank "Grandpa" which turns out to be true, in a professional sense: Frank trained Kordesky, the agent who trained Cooper. Frank asserts that he is far better skilled than Cooper and that he won't back down easily before escaping, but not before getting shot in the shoulder. He reunites with Sarah and they improvise a bomb in a maintenance closet using acetone, bleach, and Clog Buster. They pull the fire alarm and slip out with the evacuating crowd. Frank steals a fireman's helmet and jacket to escape and he and Sarah return to Marvin, who has taken an ambulance.
Inside, they find Joe, alive and well and eager to join the team. Joe reveals that he faked his death after an assassin arrived at the retirement home to kill him. Joe was prepared and killed the assassin with a hidden gun and silencer.
Meanwhile, Cooper recuperates in his office from his scuffle with Frank. His superior, Cynthia Wilkes, berates him for having his ass handed to him by a retiree. She tells him nothing in the mission has changed (i.e. he still needs to kill Frank).
The team drives to the home of Victoria (Helen Mirren
), a fellow wetwork retiree. They're nervous about going there, but Frank still has a bullet in his shoulder and they can't go to a hospital. Frank enters the house alone and finds Victoria arranging flowers in her living room. She greets Frank as an old friend and immediately takes note of his wounds. She agrees to help him, provided that Marvin (who's hiding in a bush outside the window behind her, aiming a rifle at her) stand down "before he hurts himself." As she stitches Frank up, she admits that she too misses the old life and even takes the odd job on the side every once in a while. She is thrilled to meet Sarah and, with the others, goes over all the information they've collected.
The review reveals that one man is on the deceased reporter's list but not in the Guatemala file taken from the CIA records department: arms dealer Alexander Dunning (Richard Dreyfuss
). Dunning lives secluded and well-guarded in his mansion, but is happy to invite Joe to meet with him because Joe is posing as the defense minister of an African dictatorship in need of weaponry. Marvin and Frank act as his bodyguards. Dunning, under audio surveillance by the FBI due to his history of arms merchandising, activates a prerecorded speech about his services before leading them into a sound-proof study. Sarah and Victoria wait outdoors, hidden in the woods and keeping watch with a sniper rifle. Victoria tells Sarah that she's never seen Frank so happy and, if Sarah breaks his heart, she will kill her and hide her body in the woods. Victoria also tells Sarah that when she was in MI6, she was in love with a fellow agent but that their relationship wasn't "sanctioned." When Victoria's loyalty was brought into question, she was ordered to kill her lover... so she put three bullets into his chest.
Frank, Joe, and Marvin reveal themselves to Dunning and secure him in a chair with duct tape. Dunning confesses, under threat of torture, that the person extracted from the village in Guatemala was none other than Vice President Robert Stanton (Julian McMahon
), who was a lieutenant at the time. Apparently, he suffered a breakdown and went AWOL, killing everyone in the village. Now that he's about to run for president, Stanton has ordered hits on everyone who was involved in cleaning up his mess in order to tie up loose ends, using the CIA as his personal hit squad. Dunning believes he'll be targeted too. At that moment, the recording in the house begins to skip and the surveillance team outside sends the order to surround the house. Victoria relays this message via radio to Frank. He realizes that there's no clean way out of the house and Joe proposes a plan, one that will sacrifice himself but ensure the escape of the others. Cooper, following a tip from Cynthia, arrives on the scene and calls in to negotiate the peaceful surrender of Frank, who responds that he is simply uncovering a scandal involving the cover-up of the vice president's treachery. This news shakes Cooper's faith in his mission, but he remains firm in his demands. Frank agrees to come out while Cooper orders his men to hold their fire.
Frank walks out the front door in a trench coat and hat. No sooner does he cross the threshold than he's shot down by an unseen sniper. Cooper runs to the body, followed closely by Victoria's sights, and discovers that "Frank" is really Joe in disguise but of course, he's dead. Victoria fires on Cooper, intentionally missing, giving Frank and Marvin time to escape out a window and into the woods. However, Sarah trips on a snow-covered incline and Victoria is forced to leave her behind to be captured. When Ivan picks up Frank, Marvin, and Victoria, Frank is surprised to find that Victoria and Ivan know each other and startled by something Ivan says to Victoria (possibly in Russian): "Did he just call you bunny?"
Frank resolves to save Sarah and calls Cooper just as an interrogator begins to question her, telling Sarah that nobody knows she's there, so he can do anything he needs to do to make her talk. Frank's call is already being traced before the tech hands the phone to Cooper. Frank tells Cooper that they all must protect the things they love. Cooper is horrified to find out that Frank is calling from his own home, watching his wife and children (Jake Goodman
and Tess Goodman
) play outside. Frank tells him that he will rip his family from him and then kill him if anything happens to Sarah. Cooper promises to keep her safe. Before he hangs up, Frank confesses his plan to kill the vice president for his past misdeeds and for ordering the hits on them. A squad rushes to Cooper's house and, when he arrives, he finds his family perfectly safe. On a table inside, he sees that Frank left him the Guatemala file and the CIA ID he'd previously stolen from Cooper.
The team regroups and Ivan joins the fray. He relates the turmoils of love to Frank and reveals that the love of his life shot him three times in the chest to save them both; that when he woke up alive, he knew she still loved him. He tells Frank not to worry about Sarah.
They formulate a plan to get Sarah back and to expose the vice president for what he did. They go to Chicago where Stanton is holding a fundraiser. It's a black tie event and security is high but the team manages to gain access with minimal effort. Victoria attends the gala in an elegant white gown while Marvin sneaks in as a waiter. Stanton arrives with his Secret Service detail (to which Cooper has been seconded) and addresses the attendees with thanks and the formal announcement that he is to run for president, asking them to give him their monetary consideration for his campaign. The music plays and people begin to dance. Ivan approaches Victoria and invites her to dance with him as he confesses his love for her. Victoria plays it off, trying to keep cool and, as the dance ends, hands Ivan a spray canister from her purse. Ivan walks away, spraying the smelly contents of the canister throughout the room.
Victoria leaves the ballroom and uses her heavy necklace to chain the double doors shut behind her from the outside. At that moment, Ivan begins shouting that he smells gas, causing a panic and the evacuation of the VP. With the fire alarms blaring, people screaming, and the main doors locked (courtesy of Victoria) the Secret Service is forced to move Stanton through an alternate exit into the parking garage. They load Stanton into a limo but come quickly under machine gun fire by Victoria and Marvin. When they attempt to load Stanton into a backup limo, Ivan emerges from an elevator on cue and detonates a bomb, destroying the second limo. Cooper, meanwhile, catches up to the Secret Service and cuts through the gunfire towards the machine gun. He finds the station empty; the gun is being fired automatically by a leverage system. He pulls the cord, allowing the secret service to move Stanton back inside through another ext. They run through the kitchens but are confronted by Victoria and Marvin once again, who continue to fire at them. The Secret Service agents return fire and Victoria is wounded in the hip. She and Marvin try to escape but, in pain, Victoria is unable to move fast enough and she tells Marvin to go on alone. He takes off without arguing the point. She runs to the end of the kitchen where the exit is blocked off by a grate. Unable to open it, she backs into it and prepares herself for her fate as the Secret Service agents draw closer. Ivan appears behind her and opens the gate before taking her in his arms and carrying her away. She tells him she loves him.
Meanwhile, Stanton is escorted out of the building, where he and his two remaining guards have a weird standoff with Marvin, who runs at them wearing explosives. They run the run other way and jump into another limo marked the vice-presidential seal. Cooper chases after them and demands that the limo stop, but Stanton orders the driver to keep driving. The driver is actually Frank. He turns around and tasers his passengers, leaving the Secret Service agents on the side of the road and taking Stanton hostage. Early the next morning, Frank contacts Cooper and arranges a trade: Stanton for Sarah.
At the designated spot, the Evanston power plant, Frank and Stanton watch the others arrive: first a limo backed up by a small truck with a large man and a large gun in back, then Cooper on his own. Cynthia and some bodyguards climb out of the limo, followed by Sarah and Alexander Dunning. Nearly in tears, Stanton says that Dunning, not Stanton, ordered the killings. Stanton is willing to expose everything; he just wants it to be over.
Dunning confesses that he is actually the mastermind behind all the hits and has been working closely with the CIA and Cynthia to ensure that it gets done; he's been using Cooper and the CIA to kill all the loose ends, while Stanton is simply a pawn. Dunning demands Frank's gun in exchange for Sarahs release. Sarah shakes her head no. Frank says "I tore up all those checks I just wanted to talk to you." He drops his gun.
Dunning orders Cooper to handcuff Frank and Cooper, in an act of faith, does so but places the key in Frank's hand. Dunning tells Cooper to kill Frank and Sarah, and he'll be head of the CIA. Cooper considers the offer and Cynthia, her gun to Sarah's head, says "This is going to happen either way." Cooper says "Fuck you, Cynthia," and shoots her down as Frank strolls towards Dunning and crushes his windpipe. Dunning's bodyguards, before they have time to react, are gunned down by the hiding Victoria, Ivan, and Marvin. Cooper, realizing the scale of the scandal, agrees to take care of the mess and promises to let Frank go. He calls Frank Grandpa again. Cooper and Frank shake hands and Frank, always scrupulous, returns the handcuffs. Marvin satisfies his paranoid tendencies by shooting Dunning in the head. He asks if they want to get pancakes.
Driving out together, Ivan reminds Frank that he owes him a favor; a minor, nuclear thing in Moldova. Sarah asks if they can go (she's getting very into this secret agent stuff) and Frank agrees before kissing her.
The final scene shows Frank wheeling Marvin, dressed as a woman and carrying a stolen nuclear warhead in his lap, in a wheelbarrow somewhere in the fields of Moldova being chased by the Moldovan army. Marvin asks Frank why his girlfriend couldn't be the one to wear the dress as mortars explode around them.