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Public enemy number one and freelance terrorist Castor Troy (Nicolas Cage) is being relentlessly pursued by FBI agent Sean Archer (John Travolta), whose little son, Michael Archer, was killed years earlier at an amusement park during an attempt by Troy to kill Archer, who barely survived with a chest wound. Castor is recorded in the FBI files to have a whole list of terrorism-related offences, including bombings and political assassinations. The FBI receives information that Castor's brother Pollux (Alessandro Nivola) has chartered a plane at a Los Angeles airport, and Archer knows the Troy brothers well enough to guess that Pollux "doesn't fly without big brother!" Archer leads an FBI team in chasing the plane down a runway and is able to shoot out one of the engines. Unable to take off, Castor kills both the pilot and one of Archer's agents, then crashes the plane into a hangar. In the ensuing chaos, which leaves several FBI agents wounded or dead, Pollux is captured by the Feds and Castor is knocked into a coma after bragging to Archer about a biological bomb that will destroy Los Angeles.

Archer initially believes Castor was bluffing, but after the FBI finds schematics for the bomb on a disk recovered from Pollux's briefcase, Archer realizes that the threat is genuine. Although he learns the date of the bombing from several of Castor's henchmen, including Castor's bomb supplier Dietrich Hassler (Nick Cassavetes), Archer is unable to find any information about the location of the bomb itself, except for the date. Knowing that the only way to obtain the location is from Castor's brother, Pollux, Archer's colleagues, Tito and Miller, present him with a top-secret mission and convince him to undergo a surgical procedure to temporarily take Castor's face and pose as Castor in order to gain information about the bomb from Pollux. Though the time-period is never specified in the film and largely implied to be the present, the technology shown here and later in the prison is partially anachronistic, contrasting with the technology used in the rest of the film. Miller tells him that it's a secret mission, strictly off the book and he must never tell Lazarro and his family about this. Archer eventually agrees to undergo the procedure to be Castor Troy.

After the procedure, arrangements are made for Archer (as Castor) to be incarcerated with Pollux at the Erehwon Penitentiary (Erehwon being "nowhere" spelled backwards), where he convinces Pollux that he is Castor and learns the bomb's location. Meanwhile, Castor unexpectedly awakens from his coma (it is implied this is a result of shock from the trauma of the surgery) and, realizing what has happened, calls his men to kidnap Doctor Walsh (Colm Feore), the Doctor Who performed the surgery. He then forces Walsh to give him Archer's face.

Castor (as Archer) then visits Archer (as Castor) at Erehwon prison. Castor tells the shocked Archer about how he killed Walsh, Tito and Miller, how he destroyed all evidence of their face-swap, and his plan to abuse Archer's job and make love to his wife. Castor has the FBI negotiate a deal with Pollux for his release in return for revealing the bomb's location (which is at the Los Angeles Convention Center). Castor then proceeds to disarm the bomb and revels in praise from his colleagues and the media, having informed his brother that they are "going straight", meaning they will use Archer's identity and influence to their advantage and for their own purposes. Ironically, given Castor's gregarious, irreverent nature and off-beat sense of humor, he becomes more popular at work than the real Archer was due to his impatience and bad tempered nature by spoiling every victory celebrations with reminders of the lives that they had cost or nearly costed.

After Castor's disarmament of the bomb, Archer escapes from Erehwon prison, which is revealed to be inside an offshore oil platform in the Pacific Ocean, and swims to shore. Some time later, Archer visits Dietrich and successfully fools him and the rest of Castor's men into thinking that he is the real Castor Troy. Archer then asks Dietrich for help killing Castor (as Archer).

By this point, both men have begun to see firsthand how their hatred for one another affects each other's close ones. As Archer, Castor revels in the praises of his co-workers, is more tender and affectionate with wife Eve (Joan Allen) than Sean was, and even reaches out to his teenage daughter, Jamie (Dominique Swain): Castor smokes cigarettes openly with her, gives her a balisong for protection, and even violently assaults a boy (played by Danny Masterson) who tries to force himself on her and made him apologize for it. While inside the Archer home, Castor was able to look past her outer, punk exterior she had put put in front of her family and saw what really was bothering her inside(which Archer himself failed to notice). Jamie was unable to come to terms about her younger brother, Michael's untimely death, that she outwardly blamed her father for not doing a better job in protecting their family and had mistrusted him since.

Meanwhile, Archer (forced to play along with the part of Troy) finds himself having to take drugs and impress the terrorists with his knowledge about Sean Archer which even Castor never knew. Also present is Sasha Hassler (Gina Gershon), Dietrich's sister and Troy's ex-girlfriend, and her son, Adam. He's told by her that Adam is Troy's son (one key piece of truth on Castor himself appears to be unaware of) and sees a lot of his late son Michael in Adam. Earlier, when he was himself, Archer interrogated Sasha and threatened to put her son into a foster care considering her pervous charges against her in harboring Castor Troy. He now comes to realise that she is in fact a devoted mother that has been trying to raise Adam away from being a criminal and immediately feels sorry for what he did in threatening her(although it came while Archer's playing Castor, not as himself).

Pollux Troy is watching Dietrich's apartment and informs Castor of Archer's arrival. Castor sends an FBI team to kill Archer. There follows a brutal, lengthy gunfight, in which many FBI agents and terrorists are killed. Dietrich is killed by Castor as he tries to shield Sasha and Adam, and Archer manages to kill Pollux by kicking him through the apartment skylight. Archer escapes, and Sasha gets away separately with Adam. Castor is left distraught and almost suicidal over the death of his brother. When an FBI agent asks why he is shedding tears for the likes of Pollux Troy, Castor shoots him dead on the spot indicating that was his brother.

FBI Director Victor Lazarro (Harve Presnell) berates Castor (as Archer) for his unnecessary carnage with the terrorists and queries as to how he happens to suddenly know so much about their movements. Castor, still angry over the death of Pollux, confesses his true identity to Lazarro and kills him, blaming Lazarro's death on a heart attack. As a result, Castor becomes appointed as the new acting-FBI Director. Meanwhile, Archer returns to his suburban home and tries to explain the entire situation and convince his wife, Eve, that he is really Archer, but to no avail. She decides she needs to see it for herself and takes a blood sample of who she assumes was her husband's blood type and sneaks out to the hospital she works at. After an analysis of Eve is shocked by the truth as as she realises the man she was sleeping with was really Castor and his blood ype is AB-. She still refuses to believe Archer, but after he tells her the story of how they had their first kiss, she eventually realizes the truth. However, once all this is done, Archer promises to make it up to her and Jamie for all the neglect of emotions he put them through.

Sasha and Archer track Castor to Lazarro's funeral, where Castor is holding Archer's wife and daughter Jamie hostage. Castor revealed that his son, Michael's death was an accident and he was trying to kill Archer himself. However, he took it personally and advise him to either kill himself or let it go. Archer tells him no father would let go until the one responsible paid for it with his life. Castor replies neither would a brother. Sasha retorts not even a sister and gives Archer(as Castor) the gun. With Eve caught in the middle cops and gangsters hold each other at gunpoint. A gunfight then ensues in which Sasha and all of Castor's minions are killed. Having taken a bullet to save Archer, Sasha begs him not to let Adam grow up to be a criminal. Archer agrees to keep his promise to her as she dies in his arms and Eve feels sorry for her.

Castor and Archer engage in both a gun battle and hand-to-hand fight, with Archer gaining the upper hand. Jamie finds a gun and shoots at Archer (as Castor), believing him to be the real Castor, and wounds him in the shoulder, allowing the real Castor to break free. He takes Jamie as his hostage and licks her face as he mentions peaches. However, she gets him to let her go by stabbing him in the leg with the balisong, ironically a trick which he taught her earlier himself. Eve comforts her as Castor makes his escape by shooting two FBI members as Archer pursues him.

Castor manages to escape in a boat, pursued by Archer. After a lengthy chase both Archer and Castor's boats are destroyed and they are thrown ashore by an explosion resulting from their boats' collisions. The two engage in a final hand-to-hand confrontation which results in Archer eventually prevailing by killing Castor with a spear gun, (which leaves Castor in the same position as the statue shown earlier of Jesus on the cross) but not before Castor tries to destroy Archer's face (on himself) to prevent Archer reclaiming it.

His wife, Eve is able to explain the entire situation to the FBI and successfully convince them of Archer's true identity. He is then taken to the hospital where a team of Washington D.C.'s finest doctors does his surgery and his face is restored, with the exception of his chest scar which served as a reminder of the loss of his son as he doesn't "need it anymore", due to Castor's death.

After the surgery, Archer comes home and hugs Eve and Jamie. Jamie apologizes for shooting him, but he told her that she made the right decison because her bullet actually disloged the vocal microphone. He was proud of the way she stood up to Castor when she stabbed him on his leg. Soon after, he brings Adam Hassler, Castor Troy's son with Sasha, into his family, in order to fulfill his promise to her in not allowing him to grow up as criminal. Jamie acccepts him as her new brother and shows him to his new room. Eve agrees to adopt him with Sean, knowing that Michael has moved on and Adam can use a new home.

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