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NOTE: This spoiler was submitted by Louisa.

During the tail end of the 21st century, widespread pollution and plague threatened to decimate the world’s population. Earth’s richest fled to Elysium, a torus with an Earth-like habitat that provides its citizens with everything they need to thrive. Weaponized androids and the Elysium Corporate Authority keep the majority of humanity back on the dying planet, where access to comprehensive medical care is incredibly limited.

A young boy named Max (Maxwell Perry Cotton) arrives at a Los Angeles orphanage the same day as a young girl named Frey. The pair bond quickly, with Frey (Valentina Giron) teaching Max how to read, and Max promising to take them both to Elysium one day. Max begins to steal from others with the hope he will buy a ticket to Elysium. The nun who runs the orphanage chastises Max and tells him neither of them will ever see Elysium. She adds that Max is incredibly special and will one day do something amazing. The nun gives him a small locket with a picture of Earth as seen from space inside of it; now Max can see how beautiful the planet looks to those who live on Elysium.

Adult Max (Matt Damon) wakes up in a shack and prepares for his shift at the local Armadyne factory. Armadyne manufactures the weaponized androids that not only protect Elysium but also act as a robotic police force on Earth. While standing in line to board the bus that will take him to a plant, two police androids identify Max as a parolee. He used to steal cars and get into fights. They demand he empty his bag, and when he refuses, one hits his arm while the other searches his bag. Before leaving him, they tell him to report to his parole officer. At a nearby hospital, a nurse tells adult Frey (Alice Braga) that she needs to tend to a man with a fractured arm. Her new patient is Max, and she has not seen him in some time. The last Max had heard, Frey had moved away to pursue a career in nursing. Max begs Frey to go to lunch or grab a coffee with him. She puts his arm in a cast and finally agrees to have coffee - just coffee - with him, but, not before she warns him her life has become complicated.

Next, Max pays a visit to his parole officer, another android. Despite Max’s protests that he did nothing wrong, his parole officer extends adds eight months to his parole. Max’s bad day gets worse when he arrives for work late, and his shift boss threatens to fire him because of his injured arm. Max promises he can still work, and his shift boss relents. Max works at a station where half-built androids are irradiated. Armadyne’s founder, an Elysium resident named John Carlyle (William Fichtner) who disdains his business trips to Earth, works in an office overlooking the factory floor. During a conference call with members of the board, Carlyle assures him he can return Armadyne to profitability. After work, Max runs into his friend Julio (Diego Luna), who still steals cars. He declines Julio’s invitation to join him at an auto heist the next day.

Elsewhere in Los Angeles, a smuggler named Spider (Wagner Moura) oversees the launch of three illegal space shuttles to Elysium. For an astronomical fee, he will send Los Angeles’s sick and dying to Elysium and will forge skin-imprinted citizen records for them. Once the shuttles land on Elysium, their occupants can break into mansions to use med-bays, devices that can heal any ailment. Spider and his cronies use stolen shuttle codes to gain access to Elysium’s airspace. Even so, it doesn’t take long for the Civil Cooperation Bureau, which handles threats to Elysium, to notice the intruders’ approach. Defense Secretary Delacourt (Jodie Foster) arrives at the CCB and assesses the situation. She decides to enlist Kruger (Sharlto Copley), an Earth-residing sleeper agent, to neutralize the potential invaders. She ignores a CCB agent who reminds her that ECA President Patel (Faran Tahir) prohibits such tactics. Kruger, who also lives in Los Angeles, receives his mission and goes to a CCB van. He removes a missile launcher from the van and fires upon the three illegal shuttles. The missiles manage to hit and destroy two of the space shuttles, but the third lands in a residential area of Elysium. Delacourt dispatches androids to capture the shuttle’s occupants. A mother with a crippled daughter breaks into a mansion. She places her daughter in a med-bay. Thanks to Spider’s forged citizen records, the machine mistakes the girl for an Elysium citizen and heals her. The daughter takes a few steps towards her mother before androids burst into the home and arrest them both. They are taken to a holding facility where they will await deportation to Los Angeles.

Later, the ECA’s governing board summons Delacourt to a professional conduct hearing. President Patel castigates Delacourt for disobeying protocol and for dealing with the illegal space shuttles so brutally. Delacourt is unapologetic. She tells the board that they might not like her tactics, but she does what is necessary to keep outsiders from overrunning Elysium. Patel warns her that another act of insubordination will result in her immediate insubordination. The board reviews Kruger’s file and note that he has been accused of murdering, raping, and torturing people. They decide to terminate his contract with the ECA. Back on Earth, Kruger flies into a rage when he receives news of his sacking.

Max goes to work again. The door to his irradiation station jams, halting production. His shift boss tells him he can climb inside the irradiation station to unjam the door or clean out his locker and look for another job. Against his better judgement, Max climbs into his station. He fixes the door’s problem, but he doesn’t have time to exit before the door slides shut. He begins to scream as he is exposed to a lethal dose of radiation. When he wakes up, a medical android tells him he has five days before his organs will shut down. The android gives him a bottle of pills that will keep his body functioning until his death. Carlyle notices the commotion, but when Max’s shift boss explains what happened, he is unsympathetic. Carlyle tells the shift boss to cut Max loose before going to the shuttle that will return him to Elysium. Max stumbles home, and when Julio sees how sick his friend is, he helps him back to his shack. Max tells Julio he will die in five days unless he makes it to Elysium. He wants to go see Spider, to find a way to get a ticket for one of the illegal space shuttles.

On Elysium, Carlyle arrives at Delacourt’s home to try and convince her that the ECA should renew its contract with Armadyne. Instead of listening to a sales pitch, Delacourt asks if Carlyle could create a virus that would override Elysium’s computer program and install her as the new president. She promises Carlyle to renew Armadyne’s contract for another two-hundred years if he can help her accomplish the coup. Carlyle agrees to design the virus, which he will upload to his brain, so that only he can enact the program. Back on Earth, a doctor approaches Frey and tells her the hospital will discharge her daughter soon. He tells her that there is nothing they can do to cure her very sick little girl.

Julio and Max visit Spider, who used to employ Max to steal cars. Max begs Spider for a ticket to Elysium, promising to work off his debt upon his return. Spider refuses him until he learns Max will be dead in five days if he does nothing. Figuring Max has nothing to lose, Spider takes Max and Julio to a back room. He shows the men a device that, if implanted in a person’s brain, would allow someone to upload data from another person’s mind. Spider knows that rich businessmen from Elysium visit Earth all of the time. If Max kidnaps one of the men and steals all of the data he has stored in his mind - corporate secrets, bank account passwords, etcetera - then Spider will send him to Elysium. Max agrees to the plan, but he insists upon adding Julio to the kidnapping team, and he insists that the businessman will be Carlyle. Spider agrees. When Max almost collapses, he decides to install an android exoskeleton into Max’s nervous system at the same time as the brain data device. The exoskeleton, which will cover most of Max’s posterior side, will imbue him with superhuman strength and agility. A group of Spider’s men knock Max out with anesthesia and operate on him, successfully installing the brain data device and the exoskeleton. When Max awakens from the surgery, he and Julia meet the other two members of the kidnapping team: Sandro (Jose Pablo Cantillo) and Manuel (Adrian Holmes). Spider has equipped them with some impressive guns, including a missile launcher. The men depart for the Armadyne factory, where they will ambush Carlyle’s shuttle when he leaves.

Carlyle finishes developing his virus and uploads it onto his brain data device. He sends word to Delacourt that he’s about to leave for his space shuttle. When Carlyle boards his shuttle (complete with two security detail androids), Max shoots the shuttle with a small missile. The missile explodes, destroying one of the shuttle’s wings; Max leaps into a car to pursue the crash with the rest of the kidnapping team. Delacourt receives an alert that a citizen of Elysium is being attacked by a citizen of Earth. She panics when she realizes Carlyle has been shot down. She contacts Kruger and enlists him to save Carlyle; she agrees to whatever he wants if he succeeds. Kruger puts a call out to two former comrades, Drake (Brandon Auret) and Crowe (Josh Blackner), to assist him. The men climb into an armored helicopter provided by the CCB and set off in pursuit of Carlyle. When Carlyle lands, he sees his approaching would-be kidnappers. He instructs the androids to kill them. Max, Julio, Sandro, and Manuel pull up to the crash site and exchange fire with one of the androids. Max uses the missile launcher to destroy it. Julio uses a laser to cut a hole in the side of the shuttle, and the men begin to move towards Carlyle. The second android emerges from the shuttle, and while firing at it, Julio shoots Carlyle on the left side of his chest. The kidnapping team blows up the second android, but they must rush to extract the data from Carlyle’s mind, because he has entered cardiac arrest. Sandro uses a computer to make the connection between Carlyle’s brain data and Max’s brain, and the information begins to download. The information has just finished downloading when Kruger’s helicopter appears in the distance. Carlyle dies, and Delacourt sees his death projected on a screen. Sandro tries to make sense of the information now uploaded to Max’s brain, but everything looks scrambled to him. Sandro also panics and decides to run away. Spider, who has been watching the entire fiasco, freaks out when he learns Max’s information is useless.

Kruger leans out of the helicopter’s open door. From the air, he tosses four tiny grenades at Sandro’s fleeing figure. The grenades embed themselves in Sandro’s back, and when Kruger detonates them, the other man explodes. Manuel, Julio, and Max shoot at the helicopter, and Kruger shoots back. Manuel manages to escape, so Max and Julio jump in one of the cars. They try to drive away, but Kruger fires two missiles at the hood of their car. The resulting explosion sends the car flying and spinning through the air. Max survives the crash and uses the exoskeleton’s strength to pry his way out of the wreckage. Kruger’s helicopter lands, and he proceeds to attack Max with a giant sword. Kruger gets the drop on Max and manages to cut his abdomen. He tries to stab Max again, perhaps fatally, but Julio jumps out from behind the car and shoots at Kruger. Kruger turns his fury on Julio now and knocks the other man to the ground before burying his sword in Julio’s stomach. Julio dies. Max grabs the missile launcher and, just as he opens fire on Kruger, the latter manages to throw up a forcefield. The impact of the missiles knocks him to the ground, but the force field deflects the explosion. Max runs away, and Kruger finds the laptop Sandro used. Kruger pursues Max in his helicopter, but he and his men lose him. They dispatch several flying machines to track and locate Max. In response to Carlyle’s death and Max’s escape, Delacourt closes the sky above Los Angeles, meaning nothing can fly out of the city. Spider sees the no fly edict and realizes Max must have downloaded something very important into his memory.

Frey tells her daughter Matilda (Emma Tremblay) it is time for them to go home; Matilda can leave the hospital. She goes to get her car, but an injured Max stops her. He’s on the run and needs immediate medical attention from the wound Kruger gave him. Frey decides to help him, but she tells him she has a daughter and that her daughter is dying of leukemia. She takes Max and Matilda back to her house, and she stitches Max’s wound. She sees the skin brand that Spider gave him so he could pass as a citizen of Elysium. When Max wakes up in the morning, he tries to leave, but Frey stops him. She begs him to take Matilda with him, because without a med-bay, she will die. Max tells Frey the best thing he can do for her and Matilda is leave their house. Again, he tries to leave, but Matilda stops him. She wraps a bandage around his hand and tells him a story about a meerkat. The tiny meerkat could not reach any of the food that grew on the jungle's trees. The meerkat befriends a hippo and stands on the hippo's back so it can gather enough fruit for both of them. Max wonders what the hippo got out of the deal, and Matilda tells him the hippo wanted a friend. Max finally leaves.

Meanwhile, Kruger and his comrades uploaded the laptop's contents onto the helicopter's computer. Kruger quickly deduces what the program can do: rewrite Elysium's computer mainframe and declare a new leader. One of their flying trackers sees Max and alerts the men of his whereabouts. Max manages to bring the tracker down by tossing a rock at it, and he gets away before Kruger arrives. Kruger deduces that Max came from Frey's house, so he, Drake, and Crowe break into her home. Kruger hits Frey, trying to get her to tell him where Max went, but she has no idea. He and his men kidnap Frey and Matilda and fly away on the helicopter. Max goes to Spider for his ticket to Elysium. Spider tells him that whatever he has on his brain is powerful enough that the CCB shut down all flights from Los Angeles to anywhere. Right now no one can get a space shuttle out of Los Angeles, but if they figure out what’s on Max’s brain, maybe they can figure out a way to override the system. Once Spider sees the data Max downloaded from Carlyle, he recognizes what it is too. Instead of seeing the potential for new leadership, though, Spider says Max could use to virus to make everyone on Earth a citizen of Elysium. Then the androids would protect Earth’s citizens, and shuttles carrying dozens of med-bays would come to Earth. All Max cares about is getting to Elysium so he can save himself. He does not intend to die. He decides to contact Kruger so Kruger can transport him to Elysium. Max returns to the downed tracker, and its camera feed of him pops up on the helicopter’s computer screen. When Kruger and his men land, Max pulls the pin on a grenade and holds a lever that will detonate the grenade if he removes his hand. He tells Kruger he can have the virus if he will take him to Elysium. Kruger agrees to the deal.

Max is surprised to see that Kruger has taken Frey and Matilda hostage. He continues to hold his grenade and watches as Kruger makes lewd suggestions to Frey. Kruger gets word to Delacourt that he has Max and will deliver him shortly. As the helicopter prepares to land on Elysium, Kruger tries to subdue Max. Max fights back, and he loses control of the grenade. It flies through the air and explodes in Kruger’s face. The explosion causes the helicopter to crash on the front yard of a giant mansion. Matilda is knocked unconscious, and Max tells Frey to run to the mansion and find its med-bay. Crowe attacks Max and knocks him unconscious with a mighty blow. Delacourt uses the crash to wrest control of the CCB from Patel to her. She dispatches androids to capture Frey, Matilda, and Max. Spider sees that Max has landed on Elysium, and he decides to go with Manuel and some other men to help him overthrow the ECA. When Max regains consciousness, Delacourt has hooked him up to a brain data extraction machine. Frey is also in the room, cradling Matilda’s unconscious body. Delacourt tells the men operating the machine to extract the program from Max’s brain, even though it will kill him. Somewhere else in the same building, Crowe and Drake wheel Kruger’s body to a med-bay. Kruger’s brain survived the grenade’s explosion, even if his face did not, and a few minutes in the med-bay restore his features. Kruger is furious at how Max hurt him and vows to cut off Max’s head so he can use the virus to take control of Elysium.

He dispatches Drake to remove any threat CCB poses to them, and Crowe to get Frey and Matilda.

Crowe arrives and takes Frey and her daughter down to Kruger. Delacourt instructs the men to begin the data extraction before leaving the room. The CCB agents begin the data extraction. Max uses his exoskeleton's strength to rip through the metal cuffs that bind him to the extraction machine. He defeats the agents easily and grabs the throat of one of them. He demands to know where Frey and Matilda were taken. The man guesses they were taken to the medical bay. Max chases off after Crowe. Meanwhile, Drake walks into the CCB's control room. He tosses a grenade inside and ducks around the doorframe just as the explosion tears through the room. He continues to detonate grenades throughout the building, killing most of the CCB's agents. Crowe brings Frey and Matilda to the medical bay, where Kruger awaits him, and tosses them into a supply closet. Delacourt arrives soon thereafter and berates Kruger for crashing the helicopter into a residential area of Elysium. Kruger loses his temper and stabs Frey in the neck. He sees a more advanced version of an android exoskeleton hanging on the medical bay's walls and tells Crowe to put it on him. Crowe tosses Delacourt's body into the supply closet. Frey tries to staunch Delacourt's bleeding, but Delacourt weakly tells her, "Enough." She dies a few moments later.

Spider and his men land and find Max. Max tells them they can have whatever virus is on his mind if they help him find Frey and Matilda and get the pair to a med-bay. Spider agrees. Crowe finishes putting the exoskeleton on Kruger, and along with Drake, the men set out to find Max. Max, Spider, and Spider's men find the medical bay and free Frey and Matilda from the supply closet. Max tells Frey to take Matilda, find a med-bay at a nearby mansion, and cure her. Frey doesn't want to leave without Max, and besides, as a non-citizen of Elysium, a med-bay won't cure Matilda. Max promises her he is about to fix that problem and swears he is right behind her and Matilda. Reluctantly, Frey runs out with Matilda in her arms, and Spider sends Manuel with them. Max, Spider, and another man decide they must go to the central control room to upload the virus to Elysium's mainframe. As it turns out, the central control rooms is located at the opposite end of a large industrial room. Max, Spider, and the other man will need to cross a metal bridge to get to the other side. As they begin to run across the bridge, Kruger appears and attacks Max. Outside, Frey and Manuel find a mansion and break into it. They search for a med-bay. Back on the metal bridge, Spider’s other man is killed. Spider and Max manage to kill Drake and Crowe, but Kruger’s exoskeleton makes him a formidable foe. To make matters worse, Max’s time is up, and the radiation is wrecking havoc on his body. Kruger taunts Max as the latter man weakly tries to fight back. Kruger pulls out his sword, but Spider takes a swing at him and knocks the sword off of the bridge. Kruger knocks him aside. He grabs Max and shoves him against the bridge’s railing. In a nifty maneuver, Max uses the last of his strength to kick off of the ground and flip backwards, over Kruger’s head and over the bridge’s railing. He grabs the railing with one hand and the mechanism that connects Kruger’s nervous system to the exoskeleton with the other. The controlling mechanism detaches from Kruger, rendering his exoskeleton useless. Max pulls himself up onto the bridge and pulls out another grenade. He hits Kruger, stuffs the grenade between his skin and the exoskeleton, and tosses the other man off of the bridge. Kruger explodes, this time in a way no med-bay can save.

Frey and Manuel find a med-bay. Frey places Matilda on the med-bay and waits for something to happen. Max and Spider finally make it into the central control room. Spider hooks Max’s brain to the computer mainframe and prepares to upload the virus. A flashing screen tells him that extracting the virus from Max’s brain will kill him. Max suspected as much, and he asks Spider for his walkie-talkie. Manuel has the other walkie-talkie, and at Max’s request, he hands it to Frey. Max apologizes for breaking his promise to her: he won’t be joining her after all. He flashes back to the day the nun gave him the locket with the picture of Earth in it. He still has that locket, and he tells Frey she won’t believe what he’s looking at: Earth. He adds that he knows why the hippo helped the meerkat: he flashes back to meeting Frey, when all he needed was a friend. After saying goodbye to Frey, Max tells Spider to upload the virus.

The upload begins, and Max dies. Spider adjusts the virus so that after it is implemented, all of Earth’s citizens will be citizens of Elysium. Patel and some surviving CCB agents burst into the central control room with several androids just as the virus upload finishes. Elysium loses power, and then the power returns. Patel commands the androids to arrest Spider, but the android tells Patel that he cannot arrest a citizen of Elysium. Now he and all of Earth’s citizens count as citizens of Elysium. Frey tries to get Matilda’s med-bay to work, and to her relief, it recognizes her as a citizen. The med-bay detects her leukemia and cures her. Matilda awakens, and Frey hugs her daughter.

Elysium’s new program finds the name of all of Earth’s sick and injured residents and dispatches space shuttles packed with med-bays to help them.

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