Three years after the previous film, while trying to lead a normal life with girlfriend Sarah Ross (Mary-Louise Parker), Frank Moses (Bruce Willis) is approached by Marvin Boggs (John Malkovich), who claims people are still after them, but Frank dismisses him. After appealing a second time, Marvin drives off, and his car explodes. Although Frank does not believe Marvin is dead, Sarah convinces him to go to Marvin’s funeral where he delivers a teary-eyed eulogy. After the funeral, a group of government agents approach Frank and take him to be interrogated at a Yankee White Facility. During the interrogation, Jack Horton (Neal McDonough) appears with an armed SWAT team, kills most of the facility’s personnel, and tells Frank that he will torture Sarah until he gets information out of Frank. Frank escapes from the room, evades Horton’s assassins, and with the sudden timely help of Marvin, who turns out to be alive, goes on the run with Sarah. Marvin explains that he and Frank are being hunted because they were listed as participants in a clandestine operation codenamed Nightshade, conducted during the Cold War to smuggle a nuclear weapon into Russia piece by piece. Horton has convinced world agencies that Frank and his crew are terrorists and must be stopped. Victoria (Helen Mirren) calls, telling Frank she has been contracted by MI6 to kill the three of them. Meanwhile, top contract killer Han Cho-Bai (Lee Byung-hun), whom Horton knows is seeking revenge on Frank, is also hired. Frank, Marvin, and Sarah steal Han’s plane and fly to Paris to find a man nicknamed “The Frog” (David Thewlis), with the Americans and Han in pursuit. As they arrive in Paris, they are stopped by Katja (Catherine Zeta-Jones), a Russian secret agent with whom Frank had a relationship earlier in his career. Katja is also in search of Nightshade, and joins them to find The Frog. When he sees them, The Frog flees. Frank and Katja catch him and bring him back to his house, where Sarah seduces him, both to help them and to prove she is a better girlfriend than Katja. The Frog gives them the key to his security box, which Katja apparently takes from Frank after drugging him; but Marvin, anticipating this, had handed a similar-looking key to Frank before his meeting with her. Marvin, Frank, and Sarah later find documents in The Frog’s security box which point to Dr. Edward Bailey (Anthony Hopkins), a brilliant physicist, as the creator of the Operation Nightshade bomb. They find that Bailey is alive, held thirty-two years in a maximum security asylum for the criminally insane in London. Victoria (alerted by Marvin) unexpectedly confronts the trio, but helps to fake their deaths and then gain access to the asylum, in which Victoria feigns insanity, while Frank and Sarah poses as the facility staff. Frank and Victoria meet Bailey, who is hyperactive and cannot rationally respond to their questions thanks to mind-fogging drugs the asylum had been giving him, so they take him to one of Marvin’s safehouses. After the drugs begin to wear off, Bailey remembers the bomb is still in Moscow. They travel to Moscow, and Bailey concludes he hid the bomb in the Kremlin. They break into the Kremlin, and Bailey locates the suitcase-sized bomb, which is powered by red mercury, which has no radioactive signature and causes no fallout. As they are about to leave, Katja stops them. Frank persuades her to switch to their side. After they escape and are celebrating, Victoria, who has escaped MI6 imprisonment for failing to kill him, calls Frank from London and tells him that Bailey was locked up because he had wanted to detonate the bomb, not sell it. Bailey quickly holds Frank at gunpoint and confirms Victoria’s message, revealing that he made a deal with Horton and the Americans to give them the red mercury. He shoots Katja, staging her death at Frank’s hands, and leaves with the bomb case. Horton reneges on his deal with Bailey, intending to interrogate him until all his secrets have been tortured out of him, but Bailey during air transit escapes using a nerve gas he created, administering the antidote to both himself and Horton. Bailey then moves to the Iranian embassy in London. Before Frank can follow him, Han attacks. Reaching a standoff, Frank urges Han to join sides with him and stop the bomb. Han finally relents, and the five enact a plan to recapture Bailey and the bomb. Sarah first seduces the Iranian ambassador, then takes him hostage. Marvin poses as a person seeking to defect to Iran, causes a diversion with the embassy plumbing, and the disguised team comes to “fix” it. They discover in the ambassador’s safe plans disclosing the location of the bomb, but find that Bailey has already triggered the bomb’s countdown timer and killed Horton (after disclosing he also remembered how his family had been killed by people like Horton). When they are discovered by embassy guards, Bailey seizes Sarah and flees to the airport to escape the imminent explosion. Frank, Marvin, Victoria, and Han, taking the active bomb case with them, give chase, but Marvin cannot stop the countdown. Frank, holding the bomb case, boards the plane and confronts Bailey who releases Sarah and forcefully insists he take the bomb off the plane with her. They rejoin Marvin, Victoria, and Han and wait for death as Han’s plane takes off. As it disappears high in the sky it explodes in an immense fireball. Frank reveals that he had covertly placed the bomb from the case into a compartment near the plane’s exit and confronted Bailey with only a closed empty case. Han angrily tells Frank that Frank owes him a private jet. The closing scene shows Sarah enjoying herself on a mission in Caracas with Frank and Marvin.
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