NOTE: This spoiler was sent in by GreenyBoy.

The movie opens with Ethan Hunt (Tom Cruise) strapped into a chair. Owen Davien (Philip Seymore Hoffman) mentions that he has a bomb in his head and demands the real Rabbit's Foot. We then see he has a gun to Julia's (Michelle Monaghan) head. Julia is Ethan's fiancé/wife. Davien tells Ethan he has until ten to reveal the location of the real Rabbit's Foot. They exchange threats and Ethan begs for Julia's life. He reaches ten and we hear a gunshot


Ethan and Julia are having an engagement party. Julia believes that Ethan works for the Department of Transportation. Julia's friends all seem to like Ethan and are amazed at his hearing ability when he answers a question directed at Julia. Ethan also meets Julia's brother who seems to want to be Ethan's buddy. Ethan gets a secretive call. He goes to the convenience store for more ice. There he meets John Musgrave (Billy Crudup), his superior. It turns out that because he wants to settle down, Ethan has been training new IMF agents. Musgrave informs him that his protégé Lindsey has been captured on a surveillance operation. He also requests that Ethan accompany a team on the retrieval mission (Lindsey may have crucial information, so she won't be disavowed). Ethan says no. Musgrave informs him that if he changes his mind, the plane leaves the next day, and leaves him a disposable camera. When he puts it to his eye, the camera begins a briefing. Ethan discovers that Lindsey was on a routine surveillance op directed at a notorious arms dealer, Davien, and that she has been captured and may soon be killed. Ethan tells Julia that he is leaving on a business trip.

Ethan arrives at an airstrip. An SUV also shows up. Exiting it are Luther (Ving Rhames), an Irishman Declan (Jonathan Rhys Meyers), and an oriental women Zhen (Maggie Q). Ethan and Luther exchange a few chides, and they board. They arrive at a junk yard surrounding the building where Lindsey is being held. Luther turns on four computer controlled guns with X-Rays attached to them. He informs Ethan about the positions of the guards while asking about Ethan's new woman. He comments on how relationships in this business never work out. When Ethan tells him that they are engaged, Luther mentions how he'll never be able to meet her. Ethan places a charge. Underground, Zhen also places one. Ethan finds where they are keeping Lindsey and sees a man interrogating her. On his cue, the explosives go off and the guns start firing. Ethan moves in and takes out the men guarding her. Lindsey has been sedated, so he injects her with epinephrine. They make their way out while the building it under siege. Ethan runs out of ammo right after he takes out the last guard in their way. We then see a guard we thought was dead press a button. Zhen is going for the laptops when a guard throws a grenade into the room. Zhen jumps out just in time. The laptops are destroyed, but she takes them anyway. Ethan and Lindsey jump onto Luther's truck just as Zhen gets in. Luther sets off more charges which completely destroy the building. They get to the helicopter that Declan is manning and see another chopper coming towards them. Lindsey complains about a noise in her head. Ethan scans her and finds there is a charge in her head. He gets out the defibrillator. A missile is fired at their helicopter by the other. Luther fires a flare to stop it. With five seconds to go until the defibrillator is charged, the bomb goes off, killing Lindsey.

Ethan returns home and tells Julia that the trip went alright. He goes to IMF headquarters the next morning and Musgrave and himself are chided for the failure of the operation by Brassel (Lawrence Fishburne), the head of the IMF. He tells Ethan off for okaying an agent for field work when they are clearly not ready. Benji (Simon Pegg) tells them that the hard drive is totally fried and nothing can be pulled from it. He also theorizes that the only phrase that they could get off of it, Rabbit's Foot, is most likely a doomsday device. He tells Benji not to mention this to Musgrave, as he does not want Musgrave to be implicated in any more mistakes. The next day, Ethan goes to Lindsey's funeral. He then receives a postcard from Lindsey on which he finds a microdot. Luther tells him he can't get any information off it, but will try using magnestics with the help of some contacts. Musgrave then tells Ethan that he is readying a black ops mission to capture Davian. Ethan surprises Julia by showing up at the hospital and getting married by a priest he had come. Ethan then tells her he must leave for a while again.

We flash to the Vatican City. Ethan and Declan are posing as a pair of truck drivers whose truck has broken down in order to stop traffic. Luther turns off the camera on the Vatican wall. Ethan scales it, takes a clear picture of the environment, and places it over the lens. He then rappels down the wall and takes off his clothes to reveal a priest outfit. He enters the church. Declan has “fixed” the car and enters the city through the sewers. He begins posing as a tourist. Ethan meets up with Luther in an underground room. Zhen is approaching the city gates in a fancy car. The guard says she is not on the list, but Declan shows up posing as a guard as revises this. Zhen enters. She goes into a large room where there appears to be a party. She covertly takes pictures of Davien, and transmits them to Luther. Luther begins sculpting the Davian face mask. While they wait, Luther and Ethan talk about Julia. They have the mask ready. Zhen purposely spills red wine all over Davian. HE goes to the bathroom and washes it off while his guard waits outside. Ethan and Declan are waiting for him. Ethan makes him read out the text on a card in order for Luther to create a voice disguiser. He does and Declan knocks him out. Davien's guard enters. Declan and the unconscious Davien are hiding behind the bathroom door. Ethan, looking like Davian, does not have the voice print uploaded yet. He fakes a coughing fit, and the voice print is finally set up. Ethan and the guard leave. Declan takes Davian and the briefcase he was carrying out through a vent. Zhen approaches him, apologizing for the wine in Italian. Davien's translator/ security chief tells him that Zhen is offering to take him to her hotel room, none the wiser of what's going on (IMPORTANT LATER). Zhen and Ethan enter Zhen's car and stop over a manhole. They open up the bottom of the car, exit with Luther who was waiting for them, and blow up the car, making it seem like Davien is dead. They meet up with Declan and exit via speedboat.

Everyone is on the plane back to America. Davian wakes up, and Ethan informs him that Davian is dead to the world. He starts pumping him for information. Davian tells him nothing, saying that he is going to find Ethan's wife or girlfriend and kill him right in front of her. He also tells Ethan that what he did to Lindsey was fun. Ethan opens up the bottom of the plane and pushes the strapped in Davian out. He starts cutting the straps one by one, demanding information. Luther yells at him to stop. He lets Davian back up. Davian smiles, telling Ethan he now knows his name.

Ethan and Luther are in an SUV in convoy with the truck carrying Davian. Luther tells Ethan that he has decoded the microdot. Ethan watches the encoded video, in which Lindsey reveals that Davien received a call from Brassel, implicating him as an IMF traitor. Lindsey says she thinks he is setting her up, and the video ends. As they are driving over a bridge, a missile comes out of nowhere and hits one of the SUVs in convoy. A plane appears and starts bombing everything on the bridge. Ethan's truck has flipped. He exits, disoriented. A helicopter filled with armed men rises behind him. Ethan yells for everyone to get down. Ethan fires a few shots of his pistol at the chopper to no avail. Luther yells to him that there is a powerful gun on the bottom of the truck carrying Davian. Ethan runs for the truck. He tells the driver to open it up so he can get the prisoner, but before the driver can, he is shot by the helicopter. Ethan drops and gets the gun. There is another missile inbound. Ethan runs away, but the blast smashes him into a car. Ethan assembles the gun, and fires as the plane, destroying it. The men on the helicopter start melting the exterior of the now flipped truck. They help Davien out and board the chopper. Ethan sees them and runs towards them. There is a large gap in the way. Ethan jumps over it, but ends up grabbing the edge.

He picks himself up and fires at the helicopter to no avail. Ethan calls Julia's cell phone, which she doesn't pick up. He calls home, and her brother picks up. He tells Ethan that a man called the house asking for her, and he directed them to the hospital where she works. Ethan gets a car and drives to the hospital. At the hospital, a man approaches Julia, asking her for directions. He knocks her out and takes her away. Ethan arrives at the hospital and cannot find Julia. He gets a call from Davian telling him he has 48 hours to recover the Rabbit's Foot or Julia dies. He exits to find a team of IMF agents waiting. They are there under Brassel's orders to take him in for leaving the scene. Ethan runs, but the agents stun him and bring him in. He is being carted into the interrogation wing when Brassel shows up with Musgrave and states that Ethan is working for Davian. Ethan has a muzzle on, and can't talk. Musgrave pretends to chide him but lips to him that he knows about Brassel and tells him to go to an apartment in Shanghai, and hands him a swiss army knife to break his bonds. Three agents wheel him into an elevator. His cuts his straps and incapacitates all three. He takes a radio and jams the frequencies. He exits and departs for Shanghai. He enters the apartment, and is surprised when Luther, Declan, and Zhen walk in. Musgrave sent them to help him get the Rabbit's Foot. Luther mentions how the building its being held in is impenetrable, and that in comparison, Langley was a cakewalk (an MI1 reference). Ethan details a plan where he swings from one building another and takes out the roof guards. He will then BASE jump off the roof to safety. When asked if they are in Luther says “Of course we are!”

On the roof, Ethan is readying himself. Declan and Zhen are firing balls at the building to confuse the guards. Ethan jumps and lands on a slope. He slides down, shooting the two guards, and stops himself right at the edge. He enters the building. Zhen and Declan are back in the car. In the middle of their conversation, Ethan radios saying he has the Rabbit's Foot but can't make it to the roof. He then jumps out a window about halfway up. He opens his parachute which leads him into someone's office to the surprise of the janitor. However a gust of wind pulls him out. After being caught on a pole, Ethan drops right into the middle of the street, and the Rabbit's Foot rolls away. He grabs him right as the rest of the team pulls up being chased by building security. Ethan enters and starts attempting to call Davian. He can't get a signal, and one of the guards shoots Zhen in the shoulder. Giving the phone to Declan, he leans out the side of the car and shoots the tires on the front car, causing a huge crash and incapacitating the pursuers. Declan gets a signal and hands the phone to Ethan. Davian informs him that he only had a minute left. He tells Ethan to come alone to a junkyard with the Rabbit's Foot. Ethan attaches a tracer to the container and calls Musgrave, telling him that if he doesn't hear from him to send an army after the device.

Ethan waits at the yard where a limo picks him up. He enters and is forced to drink a liquid which knocks him out. He dreams of Julia. He wakes up and we again experience the scene at from the beginning of the movie. During thus scene, we cut to IMF headquarters, (in a scene which must have taken place earlier) where Brassel questions Musgrave as to why he ordered a team to Shanghai. Musgrave tells him he has evidence of terrorist activities which Brassel demands to see. We cut back and Davian shoots Julia in the head. He walks out, saying he now has confirmation that this is Rabbit's Foot. Musgrave walks in. He reveals that the woman Davian shot was not Julia, but in fact Davian's security guard from Vatican City who failed him. He also tells Ethan that the reason he is doing this is to get Davian's contacts so IMF can stop terrorist cells. He also wants to use his success to take Brassel's job in order to give the American people better protection. He then interrogates Ethan about whether his name was mentioned in Lindsey's message or if his red herring leading to Brassel worked. Ethan asks for confirmation that Julia is alive. Musgrave makes a call and gets confirmation by asking where they met. As Musgrave starts to pull the phone away, Ethan bites him and takes a key to uncuff himself. Musgrave unconscious, Ethan takes his cell phone and calls Benji. Benji traces the number Musgrave called to a house close by. Ethan runs for the house. When he gets to the house, which turns out to be a small hospital he dispatches a few guards and gets to Julia. Then Davian, who was in the room, activates the chare in Ethan's head, telling Ethan he has about four minutes left. They fight, but Ethan is beaten. Davian tells Ethan that even though he said he would kill Ethan in front of Julia, now he will kill Julia in front of Ethan. Ethan tackles him and they wrestle onto a street, Davian on top, strangling each other. Ethan suddenly brings his hands down as a car comes, passing right over Ethan but killing Davian. Ethan goes back inside and releases Julia. He then tells her how to use his gun, with her very confused. He finds a defibrillator and tests it. He tells Julia that the shock will kill him, but she can bring him back to life. He says he loves her and she flips the switch, disabling the bomb and stopping his heart. Julia hears a guard coming. She hides, but sees his reflection in a mirror and empties a clip into him. She reloads and empties a clip into someone else, who turns out to be Musgrave. He was carrying the Rabbit's Foot, which falls to the ground but does not fracture. Julia begins CPR on Ethan. It takes a few tries, but she finally resuscitates him. He snaps up aiming the gun. The leave the house, Ethan telling her the truth about what he does.

In IMF headquarters, Brassel apologizes for his temporary incarceration and mistreatment. He mentions that the White House has a job he might be interested in. Ethan says he'll think about it. He then asks what Rabbit's Foot was. Brassel says he'll tell him if Ethan agrees to go back into the field. They both laugh and Ethan walks over to Julia, who is meeting the team who all seem to like her. Ethan and Julia walk away and kiss.