Relentless FBI agent Sean Archer (John Travolta) must go dangerously undercover to investigate the location of a lethal biological weapon planted by his arch rival, the sadistic terrorist-for-hire Castor Troy (Nicolas Cage). After undergoing a radical surgical procedure, Archer literally "borrows" Troy's face and identity to carry out his mission. But things go awry when Troy, emerging from a coma, transforms into Archer and wreaks havoc upon his life, both at work and at home.

As the bomb continues to tick and the tension mounts, it becomes a high-stakes game of cat-and-mouse as both Archer and Troy, ironically trapped in their enemy's body, try to save face their own.