In Trieste, Italy, Lieutenant Colonel Austin Travis (Steven Seagal) leads an unsuccessful U.S Special Forces raid on a Chechen mafia safe house to recover a stolen Soviet nerve agent called DZ-5 (also known as VX Gas). During the raid one of his men is killed, and the nerve agent is nowhere to be found, leaving the mission a bust. Three months later, Dr. David Grant (Kurt Russell), a U.S. Army intelligence expert, is informed that terrorist leader El Sayed Jaffa was abducted from his daughter's wedding by an unknown entity and anonymously delivered to U.S authorities. Meanwhile, a suicide bomber walks into a luxurious London, England restaurant and blows himself up after warning people to listen to the sound of Al Tha'r. That same day, Oceanic Airlines Flight 343, a Boeing 747-200, leaves Athens, Greece, bound for Washington, D.C., with over 400 passengers on board, including U.S. Senator Mavros (J.T Walsh), and a disguised Nagi Hassan (David Suchet), El Sayed Jaffa's deputy director. Soon after take-off Hassan and his men, having sneaked weapons on the flight, hijack the plane and sends a message under the name Al Tha'r demanding Jaffa's release. An armed deputy U.S Airline Marshal (Richard Riehle) who is on the plane but unable to prevent the hijack quickly conceals his badge and gun to avoid being identified and compromise the security of the passengers. Jean (Halle Berry), a flight attendant takes a huge risk by getting rid of the passengers manifest and lying to Hassan to conceal the Marshal's presence. Meanwhile, David Grant is called away from a tuxedo and gown party to a meeting at the Pentagon to plan an operation to retake the plane. While the secretary of defense and everyone else around the table, including Austin Travis who despises Grant and holds him responsible for the failed mission in Italy, agrees that they must plan for a ground strike on the terrorists as soon as the plane lands, Grant doubts Hassan's demands, suspecting he engineered Jaffa's capture himself, and intends to use the plane to detonate a bomb loaded with the DZ-5 nerve agent into U.S. airspace. Grant strongly advises the secretary not to let the plane reach U.S airspace, much less touch U.S soil. He also reveals that the name used by the terrorists, Al Tha'r, is an ancient Arabic form of the word "revenge". Not willing to destroy the plane and it's 400 passengers without proof that the plane is truly a threat to the United States, The Pentagon opt to send Travis's team on a mission to infiltrate Oceanic Airlines Flight 343 mid-air using the experimental airplane "Remora F117x" invented by DARPA engineer Dennis Cahill (Oliver Platt). Travis requests Grant's presence on the plane for live intel, somehow knowing that Grant is deathly afraid of flying. Grant and Cahill both agrees to join Travis's team to intercept the plane. The Remora intercepts and docks with the 747 in mid-air. The boarding is only partially successful though due to strong turbulence, causing the team's bomb specialist "Cappy" (Joe Morton) to fall and break his neck. Grant boards the plane to assist Cappy just as the 747 pulls up, over stressing the Remora's docking tunnel. Travis sacrifices himself by closing the 747's hatch before it decompresses, saving his team but killing him and destroying the Remora. On the plane, the surviving team members, "Rat"(John Leguizamo), "Cappy", Louie (B.D Wong), and Baker ( Whip Hubley), along with Grant and Cahill reassess their situation: Cappy is alive but immobilized, having fractured some vertebrae. They only have access to half their gear, no sleeping agent and, most importantly, no radio and no communication equipment, leaving the Pentagon completely unaware of their survival. With limited options, the team, now under Rat's command, use spy cameras and microphones to observe, locate and assess the terrorists while covertly searching the plane for the suspected DZ-5 bomb, with the aim of neutralizing it before storming the cabin. During his search for Hassan, Grant accidentally compromises himself to Jean, who keeps quiet about it despite Hassan's suspicions about her. The team finally locates the bomb and Grant is proven right when they find out the bomb has enough DZ-5 to take out half the Eastern seaboard on its own. Cappy analyzes the bomb and reveals it has a barometric detonator, meaning it will detonate upon landing, but assures his team he knows how to neutralize it. They call upon Cahill to assist Cappy, who is still immobilized, with the bomb while Grant and the others take positions all around the plane to hit it as soon as the bomb is neutralized. Cappy guides Cahill and successfully disarms the bomb. He advises his team that the bomb is secured, but just as they're about to attack, Cappy calls off the attack, having found that the bomb has a remote-controlled trigger and someone is testing it, meaning someone on the plane can still detonate the bomb at any moment. Cappy then succumbs to the pain meds he was given earlier and loses consciousness. Meanwhile Jaffa, released by U.S officials in an attempt to resolve the situation, calls Hassan from a private jet to tell him he is free and on his way to Algeria, and extends an offer from the U.S government to acquiesce to all of Hassan's demands in exchange for releasing the hostages. Hassan, while rejoicing in his leader's freedom, informs Jaffa that his mission is not finished as he intends to strike a sword deep into the infidels. Jaffa tries to reason with Hassan but he abruptly ends the call, forcing the Secretary of defense to order an air strike on the plane, having received no updates from Travis' team. Following the phone call, Hassan is confronted by his second in command who is challenging Hassan on his decision not to divert the plane back to Algeria now that their leader is free. Hassan reveals their real mission is to strike a deathblow to their enemies which his lieutenant disagrees with. Hassan assaults and kills his lieutenant and then orders the others back to their position. Grant, having overheard the whole exchange, realizes Hassan's men are unaware of the bomb and Hassan's true intentions. He also aptly deduces that the bomb's trigger-man is not Hassan or one of the armed terrorists, but a sleeping agent hiding amongst the passengers. Grant and the team decide to look for the passenger with cameras hooked to the main cabin while Cahill will attempt to figure out how to neutralize the remote detonator. Just as Cahill is about to execute his own theory and cut a wire, Cappy awakens to stop them and resumes working the bomb with Cahill while Grant rejoins the team to look for the secret trigger-man whom Grant is certain will be Jean-Paul Demou, one of Jaffa's men believed to have built the bomb. Grant uses a camera and having bypassed the plane's phone system to secretly communicate with Jean whom he trusts in assisting them with finding the trigger-man. While he's giving her instructions, she gets attacked and threatened by Hassan who points his gun at her but she's able to lie her way out of it. After catching her breath, she agrees to help Grant. She also takes a moment to covertly advise the Marshal about the presence of soldiers on the plane. While going around, tending to the passengers' needs, she spots a passenger with an electronic device that looks just like what Grant described to her so she silently communicates the seat number to Grant. Back in the cargo area, Cappy and Cahill seems to be making progress with the bomb when a random remote check from the trigger-man causes Cahill to panic and cut several wires he wasn't supposed to touch. The bomb not blowing up and seeming still fully functional make Cappy realize they are working on a decoy. The real bomb's computer is underneath the one they've been working on all along. Meanwhile, the U.S air strike has finally reached the plane and are attempting to divert it from its course by threatening to attack. Hassan refuses to divert and calls upon Senator Mavros who offered himself earlier to negotiate in an attempt to boost his political popularity for the upcoming elections. Mavros asks to speak with the President of the United States directly but is denied by the Secretary of defense. He is then killed by Hassan in a demonstration of his ruthlessness. The plane getting too close to the fail safe line, the Secretary of defense has no choice and orders the fighter jets to attack the plane. Luckily, Grant intercepted the exchange and is able to communicate with the fighter jets through Morse code from the tail lights, that they are on board, requesting an extra ten minutes to neutralize the bomb and retake the plane, despite already crossing into U.S. airspace. As soon as the Secretary overhears the team's mission code as part of the message, he agrees to give them ten minutes through a coded message of his own. Knowing they need to act now, the team gathers behind Grant to allow Cahill and Cappy five more minutes with the bomb and then attack no matter what. Out of desperation, Grant abandons his position and contacts Jean to use her help to enter the main cabin in an attempt to take out the suspected trigger-man by surprise, but he turns out to be an innocent passenger. Grant is then proven right once more by spotting Jean-Paul Demou, sitting on the plane. He shoots the remote away from him and engages him in an intense brawl. Hassan attempts to shoot Grant, but is himself shot by the federal air marshal. The commandos storm the cabin as a firefight ensues. Grant struggles to wrestle the remote detonator from Demou's grip while Baker and Rat gun-down several terrorists. Louie assists Grant by fatally shooting Demou and eliminating the remaining terrorists. Demou, however, manages to arm the bomb before dying, and stray bullets from a terrorist's weapon pierce a passenger window causing explosive decompression and killing three passengers. The bomb is disarmed just in time by Cappy and Cahill as the plane regains stable flight. Grant confronts Hassan and shows him that the bomb is neutralized. In a final act of desperation, a wounded Hassan sprays the cockpit with bullets, killing the pilots, before being shot and killed by Rat. With the pilots dead, over 400 lives on the line and a bomb on-board, aerophobic Grant, despite his limited flying experience and never having flown solo, assumes control of the plane and attempts to land it at the designated runway but misses the approach to Dulles International Airport, forcing him to go around. Knowing he's not good enough to turn the plane around and try another approach, Grant recognizes the area surrounding his training airfield, and decides to head there instead. The landing is sloppy and quite damaging as the airfield was never meant for a 747 but fortunately, none of the damages and impact triggers the bomb and Grant is finally able to safely land onto a sand berm at the runway's safety area, and the passengers are safely evacuated. Having finally exit the plane, Grant witnesses the bomb squad taking away the bomb and Cahill gives him his lucky straw that helped defused the bomb before departing in search of the biggest drink available. Grant then witnesses Cappy getting loaded unto an army ambulance along with the rest of the commando who stops to respectfully salute him before departing. He is then joined by Jean who asks him who he is. Just as he's about to answer, an FBI agent approaches him, addressing Grant by his official title of Doctor Grant and advises him he is being summoned by the Pentagon which causes Jean to leave but Grant calls her back and invites her to a coffee date, which she agrees as long as he is not flying. They both laugh and get into a car on their way to the Pentagon.
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