After an FBI undercover operation goes wrong, Lee Cullen(Vanessa Williams)'s life is in danger. She is an employee of Defense contractor Cyrez Corporation and believes the company may have been involved in illegal arms sales. As a result, she is put in the witness protection program under the care of U.S. Federal Marshal John Kruger(Arnold Schwarzenegger), whose specialty is to erase someone's past so they can never be found. When his colleague Robert Deguerin(James Caan) tells him someone has gotten information about some of their protected witnesses, he goes along but is wary - and with good reason. He manages to save Lee but realizes that the only way to stop them is to get information from inside Cyrez. With the help of a mobster Kruger once erased, they find out exactly what Cyrez is up to and try to put a stop to it.