Former CIA-Agent, Frank Moses (Bruce Willis), adjusts himself to retirement and even decorates his house for Christmas. He keeps on tearing his checks as an excuse to keep on conversing with Sarah Ross (Mary-Louise Parker) a Pension Department employee. Then one day his residence is attacked by heavily armed masked assailants, he escapes but his house is destroyed. He meets with Sarah, abducts her, and convinces her that she in danger. He seeks the assistance of the Russians, and breaks-in the CIA HQ and finds his file is tagged as 'R.E.D'. (Retired Extremely Dangerous). He contacts his former associates: Joe, Marvin and Victoria, who join him with a plan that will pit them against security forces - especially when he announces their agenda is to kill VP Stanton (Julian McMahon). But then things get complicated after Sarah is apprehended and held for interrogation.