esistance operating in the UFB seeks to improve life in the Colony. A factory worker named Douglas Quaid (Colin Farrell) decides to visit Rekall, a company that implants artificial memories. Rekall employee Bob McClane (John Cho) convinces Quaid to be implanted with memories of a secret agent. Just as Quaid is starting to be implanted, Mac discovers that Quaid has real memories of being a spy. Mac and his co-workers are suddenly gunned down by a SWAT team. Quaid instinctively reacts and kills the officers before escaping. He returns home to his wife Lori (Kate Beckinsale), who attempts to kill him, revealing that she is not his wife of seven years, but an undercover UFB agent who has been monitoring him for the past six weeks. Quaid manages to escape, and Charles Hammond (Dylan Scott Smith), a man claiming to be a former associate, contacts Quaid via a mobile phone embedded in his hand and directs him to a nearby safe-deposit box. Quaid cuts the phone out of his hand to avoid being traced. In the safe-deposit box, Quaid discovers a recorded message from his former self, leading him to an apartment in UFB. While being pursued, Quaid meets Melina (Jessica Biel), the woman from his recurring dream. She helps him escape and reach the apartment. Once there, Quaid plays a piano to trigger a second recorded message which reveals that Quaid was formerly Carl Hauser, a highly skilled agent working for UFB Chancellor Vilos Cohaagen (Bryan Cranston). After defecting to the Resistance movement, Hauser was captured by the UFB and implanted with false memories. The recording reveals a plot by Cohaagen to use the robotic police force to invade the Colony to provide more living space for UFB, but that Hauser had seen a "kill code" that could stop the robotic forces. The code can be recovered from his memory with the aid of the Resistance's leader, Matthias (Bill Nighy). Melina reveals that she was Hauser's lover, but the two got separated when Hauser was captured. The police soon surround the building, trapping Quaid and Melina. Quaid's friend and colleague from the Colony, Harry (Bokeem Woodbine), arrives and tries to convince Quaid that he is still in a Rekall-induced dream and that killing Melina is the only way to wake up. Quaid is conflicted, but decides to shoot Harry instead after Quaid notices a bead of tear dripping from Melina's eye. Quaid and Melina travel to meet with Matthias. While Matthias searches the memories of Quaid/Hauser, SWAT teams led by Lori and Cohaagen burst in. Quaid, Melina and Matthias are captured. Cohaagen informs Matthias that Quaid/Hauser was secretly working for him without even knowing it, owing to the alteration of his memories, and that the kill code was a fiction to lure Matthias out of hiding. Cohaagen kills Matthias and orders Hauser's mind restored, to make Quaid/Hauser loyal again. Cohaagen and Lori then take Melina away. Before Quaid's mind is altered, Hammond, now a SWAT team member, helps Quaid escape but is killed in the process. Cohaagen then launches his invasion of the Colony through the Fall. Quaid arrives at the Fall and manages to sneak aboard. He installs timed explosives within the Fall and searches for Melina. After freeing her, Quaid and Melina manage to climb atop the Fall as it arrives at the Colony. As Quaid and Melina fight the soldiers and Cohaagen, Quaid's explosives detonate. Quaid and Melina jump off the Fall before it plummets beneath the surface and explodes with Cohaagen and his army still on board. Waking up in an ambulance, Quaid is greeted by Melina. He notices the absence of a scar on her hand and realizes she is Lori in disguise. Quaid fights Lori and kills her. He and Melina then reunite as an advertisement for Rekall plays on a billboard in the background. In the extended director's cut, a reference is made to the missing peace sign tattoo on Quaid's arm from Rekall at the end of the movie, hinting that the whole scenario could have been a memory.

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