In order to save the United States from mass destruction, ATF agent Ethan Carter (Dean Cain) must go undercover and join the 'Brotherhood of Liberty' a subversive militia group, who are determined to implement a 'new world order', headed by passionate, radical, right-wing talk show host, George Montgomery (Stacey Keach).

The militia has stolen three missiles whose warheads each contain enough anthrax to wipe out a city the size of Los Angeles. Agent Carter must team with his old nemesis and former militia member, William Fain (Frederic Forrest), who Carter put behind bars three years ago.

Having just completed her ATF agent training programme, Julia Sanders (Jennifer Beals) is assigned to protect Carter.

The Militia takes Carter and Fain hostage after they are caught breaking into Montgomery's headquarters. With the countdown already begun, Carter and Fain must rely on each other and Agent Sanders to destroy Montgomery and save the millions of lives in jeopardy.