Deactivate: Memory

Directed by

Andrew Davis

Produced by

Gareth Evans
Joel Surnow
Robert Cochran

Screenplay by

Luc Benson
Andrew Davis

Story by

Dan Gilroy
Gareth Evans


Jake Gyllenhaal
Rosemond Pike
Michael Fassbender
Casey Affleck
Aaron Eckhart
David Cross
Bruce Dern
Jeffery DeMunn
Danila Kozlovsky
Pasha D. Lychnikoff

Music by

Danny Elfman


Matt Lloyd

Edited by

David Benner


Sony Pictures

Distributed by

Sony Pictures

Release date(s)

July 8th, 2006

Running time

125 Minutes


United States of America



Box Office

$300 Million


 Deactivate: Woken is a 2004 American-Russian action spy thriller film directed by Andrew Davis, Produced and Written by Luc Benson. It stars Jack Gyllenhaal as Matthew Turner, a man suffering from extreme memory loss who works with an CIA black ops program called Deactivate, that assassinates personal commissioned by the CIA. He works with his brother Jack Turner (Michael Fassbender) and Elizabeth Homles (Rosamound Pike) to bring down a Russian terrorist group. The film also features Sienna Miller, Jeffrey DeMunn,Casey Affleck, David Cross, Danila Kozlovsky and Pasha D. Lychnikoff. This, the first in the Deactivate film series, is followed by Deactivate: Broken State (2007), Deactivate: Deception (2009), Deactivate: Fallen (2013), Deactivate: Resistance (2016) and Deactivate: Turner (2018)

Sony released the film to theaters in the United States on July 8th 2006, and it received a positive critical and public reaction.

This Article is Owned and Written by J23odi.


On a mission Jack is seen spying someone from the top of a building and sees them enter a hotel he then gets a recap of the mission from Lisa and tells him to kill him and take the briefcase and when he sees the man through the hotel window Jack snipes and kills him. He then jet lines into the room and takes the case but then hears a muffled scream from the closet and Jack opens the closest and sees a bloody and battered man and Jack hugs him and it is revealed that it is Matthew Turner, Jack’s younger brother but Matthew then attacks Jack and starts fighting him until is able to shoot him in the thigh and Jack falls. A very confused looks around until Jack stands up and is kick’s him in the head knocking him out.

Matthew is then woken up in a medical room with a nurse, she patches him up and tells him that he is in the government base but Matthew then grabs her by her wrist and puts it behind her and uses her as a shield as he and her walk out of the medical room into the hall. Is able to evade guards with her as cover until Matthew sees a room with a window and he knocks out the nurse and heads and jumps out the window but is shot while jumping out the window. An Executive, Kent, then comes into a meeting and tells Jeff Grimes that Matthew almost escaped and Grimes leaves immediately with Kent who updates Grimes on Matthew’s condition and what happened and Grimes is shocked and Grimes is about to enter the room but Jack stops him and tells him that he wants to talk to him first and Grimes agrees. Matthew wakes up but is relaxed and he sees Jack and looks at him for a couple of seconds and then recognizes him as his brother and hugs him and cries and tells him that he has not seen him or anyone in a longtime and Jack ask him what he remembers and Matthew tells him that he only remembers things from 2nd grade to collage and Jack then informs him that he works for the government and Matthew is still confused and Jack then brings him to his room and has him sleep.  

The next day Matthew wakes up and Jack takes him to a training camp and everyone stops and looks at him. Matthew practices hand to hand combat with a teacher and Matthew starts having flashbacks of practice and takes down the teacher and is about to break his forearm until he snaps back and Jack sends him out. While Matthew is going back he bumps into a girl and she tells him to stop acting crazy and weird and to return to form and he is confused and she tells him that her name is Elizabeth and she then walks away and Matthew is left confused. Jeff Grimes talks with Kent and Lisa and they worry about Matthew. Lisa thinks that he is going to regain his memory and is gonna get revenge but Kent declines and says that their fear is that he does not get back his sanity but Grimes tells them that they need to test him to send him back to Russia and see how he reacts and since the Russians are trying to regain control of the government and Matthew is the only person who can stop them and that possibly regaining his memory will be a risk worth taking but Lisa does not agree.   

Grimes calls in Jack, Elizabeth and Matthew and tells them about Volkv and his terrorist group the Alcrist. He reveals that they used to have power in the government but lost after an event and now they want it back. Matthew ask what event lost them power but Grimes chooses not to answer. Matthew gets ready to go and Elizabeth tells him that he stays focused and that these guys are dangerous but Matthew reassures that he will. Grimes is then seen talking on a walkie talkie to an agent James Curry. Curry, who is the head undercover agent for the Deactivate who is currently undercover with the Alcrist by codenamed Adlerbert, tells him that the prime minister is having a public speech in 5 days and Grimes agrees he then tells him about Matthew and Curry is overwhelmed in joy but Grime tells him to focus.

A man is seen leaving a Russian store until he is cornered by a group of Russian man and the men assault him and then the leader comes out and ask where the money is and the man tells him that he needs 5 more days but they refuse him the time and they beat him to death. The men report back to the base and leader Volkv and they read the list of people in debt with the Alcrist but Volkv is shocked when his trusted man, ADELBERT, tells him that Matthew Turner is still alive and was saved by the Americans and Volkv gets extremely angry at this and he then orders his men to try and find Turner, scraping up his pervious ideas and Volkv calls the Americans lying trash.

Matthew, Jack and Lisa all arrive to Russia. Later that day Matthew and Jack go to a coffee shop and they talk about a time when they were kids how Matthew sucked at fighting and Jack jokingly tells him that his fist don’t hurt. Matthew then states that he thinks Elizabeth has an agenda and is trying to get information out of them but Jack does not think so, Jack then starts asking Matthew about his past and repeatedly keeps as him questions about what he remembers about Deactivate but Matthew does not answer to his satisfactory, until Jack gets louder and angrier and Matthew shouts that he does not remember a single thing and that he wishes he did but he doesn’t and then walks away angry. Elizabeth is seen in her room and is talking on the transmission to her sister, Lisa and tells her that she thinks that Matthew is still clueless but Lisa warns her to keep tracking him since he can regain it and any moment and Elizabeth agrees and Lisa tells her to get ready for the assassination attempt on the Prime Minister and then ask what info she got about the Alcrist on the street and she tells Lisa that they run some sort of a mafia and all of people are in their debt and that they still have control over the police force.

Matthew walks into an restaurant and is in line until he sees that many people are giving nervous and scared looks and this gets Matthew nervous until police officers come and tells Matthew to surrender and that he is under arrest and Matthew gets on his knees but an officer gets an order to kill Matthew on sight via transmission and Matthew hears this and the officer points a gun at Matthew’s head and Matthew escapes and breaks the cops wrist and takes out the rest of the cops and takes their guns and gear and walks out the store very fast and when out other cops see him and start chasing after him and Matthew then gets into a car and drives off but enters a car chase with the cops. They shoot at his car during this and Matthew drives past a red light and 2 cop’s cars are hit in the intersection and the person to hit their car is revealed to be Elizabeth, getting the 2 of the 3 cop cars off of Matthew’s tail. Matthew is driving and sees a truck and takes a U-turn right in front of the Truck and when the cop car tries the same it is hit by the truck and Matthew then escapes. 

Matthew enters a alley and he sees Elizabeth and Jack their and he tells them what happened and ask why they are after him but before do not know why. Jack suggest that someone might have told an higher archery in the police about them and Matthew gives an angry look at Elizabeth but she tells them that she did not do a thing and then tells them that they have to deal with that later as she found another report on the Alcrist and they discover about their tactics and tendencies and they decide the ally to be their new meet up spot as the hotel room is probably already under surveillance. Grimes later gets word of this by Elizabeth and Grimes is worried about Matthew and Lisa tells him that things like this will get him curious and make him see things he should not see and Kent wonders what they are gonna do about Matthew but Grimes tells them that they can’t worry about that right now and they need to stop the Russians first and they agree. Volkv gets a report by the cops on Matthew’s first public appearance and they note that he is still as skilled as he was before and Volkv then wonders with Adlbert what the other agents are doing in Russia, as they get ready for the assassination of Prime Minister Yonder.

Jack and the rest get ready for the attempt to save Yonder, as Jack is seen at the prime minister’s home he takes out an officer protecting Yonder and takes his clothes as is disguised as an officer. Yonder and his wife Liley are at the speech where he is announcing that the park’s and communities are going to be more eco-friendly as they have spent the last 5 months picking up every piece of trash in the area and 3 trucks appear that are full of trash as Yonder and his wife are proud. Matthew and Elizabeth are on top of a building watching over the alleys and Elizabeth gets a message from Lisa telling her that a grenade is in one of the trucks and to find the detonator and they look around the area for the detonator until Elizabeth jumps off the building and onto a man she then sees a group of 4 men and she fights them off and Matthew then helps fight them off until one member throws the detonator to a member and before Matthew punches him the man press the button and it blows all 3 trucks but Jack saves the Yonder and Liley from the explosion and the members scatter except the detonator and Matthew brings him back for interrogation.

Lisa tells Matthew that he is making a bad decision since they are gonna find them and their base but Matthew tells her that it is his call and then hangs up on her but Elizabeth agrees with her sister but Jack and Matthew goes through with it and starts asking him questions and the man reveals his name to be Henic but does not answer any other questions and Matthew then takes out his gun and points it at his head but Matthew begins having memory’s and then ask him about why he was in Russia and why he was hit and then ask him why she is dead and everybody is shocked by his questions until Henic is shot from a distance and Matthew sees the man leave and he runs to break the window and chase him on the buildings but Jack tackles him through the window and they fall down into a dumpster and tells him that there is no use and to stay calm but Matthew pushes him and tells him that he just wants to know what happened to him and why everyone is keeping secrets and then leaves. Yonder is talking to an executive about the attack and his vice-president, Bulvic suggest he hides in a bunker but Yonder disagrees and he demands for a bullet proof chest and a gun but his wife declines and calls him crazy but he kisses her and tells everyone that they have to show strength as a nation and they agree. Bulvic leaves and through a wire tells Volkv what the prime minister has planned and Volkv then tells the men to tweak their shots and plans.

Grimes is angered after Jack tells him Matthew left and then Grimes request a call and Volkv is seen on the screen and Grimes yells at him and tells him that he failed and is a piece of trash and wants his money back, but Volkv then tells him that they did their jobs and that the rest is on Grimes but Volkv decides that they are still gonna go after Turner and then after their done with Turner they will kill Grimes and Grimes laughs and tells Volkv that he is gonna have one of his men put a bullet into his head by the end of the week as Grimes hangs up. Volkv then deploys men to places where Matthew is most likely to head to and they agree. Matthew walks into a public domain place and decides to search his name on the computer and sees he owns an apartment a block from where he currently is and he then goes to his apartment. He sees that it is empty but he sees a picture of him and another woman but has no memory of her. Adelbert and another man is seen on top of an overlooking building and have a sniper rifle on Matthew, Adelbert starts asking questions about the group’s run but the member starts getting suspicious but the member announces that he has a good shot on Matthew and is about to shoot him Adelbert stabs him in the back which causes him to shoot and miss the shot and Matthew is alarmed by this but more members of the Alcrist zip line into the apartment and Matthew fights them off. During this James contacts Jack and Elizabeth about Matthews situation and they come, Matthew fights the last one and snaps his wrist and then starts asking him why they are trying to kill him but the man spits into his face and Matthew takes his gun and shoots the man in the face and Matthew then gets weird feeling when man’s blood gets onto his face until 3 more men come into apartment but Elizabeth takes them out and then Elizabeth and Matthew argue until Matthew sees more coming up the stairs and Matthew grabs Elizabeth and they jump out of the window and they land inside of Elizabeth’s car and they drive but are chased by the Russians and James begins jumping building to building shooting down some of the Russians causing certain cars to crash. Matthew gives Elizabeth the wheel and jumps onto the roof of the Russians car and starts shooting some of the Russians but they ram the car into a wall and Matthew flys off into the water and Elizabeth is rammed and her car flies over the wall and into the water but Matthew catches her hand and the two fly into a bank, and the Russians continue a look for them. James tells Jack and Grimes that contact is lost with Matthew and Elizabeth and Grimes then tells James to activate plan B and he agrees.

Matthew and Elizabeth meet under the bridge and she slaps him and calls him an idiot for putting the whole mission at risk for a stupid reason and Matthew then snaps and tells her that he is scared and feels vurnable without knowing who he is and that no one knows what happened or what it feels and he feels more lonely then he ever has in his entire life and that scares him and Elizabeth feels sympathy for him and she hugs him and they kiss and they then undress each other and have sex.   

Volkv and the rest get ready to leave to execute on the Minister’s assassination Adelbert comes in and tells Volkv about Matthew and Elizabeth and how they took out a lot of their men and Volkv how shows no emotion and then tells Adelbert to go and get his gear and he leaves but quickly Adelbert plans 6 bombs in the hallways and rooms but when he comes back out Volkv puts a gun to his head and begins reading his file revealing that he is James Curry but James then moves and runs but is shot at and Volkv sends 5 men after James as the rest leave for the assassination.

Elizabeth and Matthew then get their weapons as they get a report by James of their assassination setup. James turns a corner and gets his gun ready and then begins to shoot and kill the member and is able to escape the base and sends Elizabeth and Matthew the setups and it is revealed that the Alcrist have men dressed as cops and snipers in two towers. Yonder is talking about anti-terrorism and how they can't allow the thing that happened before happen again but a sniper in one tower shoots at the prime minister but Jack takes the bullet instead but has a bullet in proof chest and start shooting at the tower window. The Prime Minister takes out his gun and starts shooting as well in the other tower the sniper gets a good look at the Prime Minister until Matthew comes and the two fight and The Prime Minister sees their window battle and Matthew then puts the sniper on the window seal and drops the window on the sniper’s throat and Elizabeth takes the sniper’s phone and starts tracing the bases location as Matthew begins sniping some of the Russians in the crowd but then hears guards entering through the door and with his sniper starts picking off Russians and others while they come up the stairs. Elizabeth is finished and escapes through the fire escape and Matthew is almost done but sees the Minister come up the stairs and he shoots the Minister in his chest and then proceeds to leave through the fire escape until while climbing the sniper in the other tower shoots Matthew in the back and Matthew falls but is caught by Elizabeth and Jack gets a shot and kills the sniper. Elizabeth and Matthew kiss on the roof and Matthew reveals that he no longer cares about his identify and only cares about being with her and she is happy to hear this and Matthew then leaves to finish of the base as James give him the detonator and the two then promise to get drink afterwards.

Alcrist all reunite at their base and Volkv is actively angry but during his shouting they hear a sound the whole base blows up and Matthew enters but is then tackled by Volkv and they fight but Matthew snaps his arm and then puts a gun to his head but Volkv cures at Matthew and says that he enjoyed killing a person, whose name gets no reaction by Matthew as he does not know the person and Matthew then kills Volkv.  

Jack, Elizabeth and Matthew all come back to the states and Matthew tells Grimes he no longer cares about his identity and agrees to continue doing what he does for Grimes for years to come and both shake hands. Lisa disagrees with Grimes but Grimes tells her that if anyone were to ever go rouge he has a file on how to stop them and then tells her that the most detailed one is on Matthew so if he was to leave it would go bad for him. The Prime Minister hears about the Russian’s jailing and the end of Alcrist and Yonder begins crying tears of joy but is then shot in the head from behind from James who just got orders to do so by Grimes


  • Jake Gyllenhaal as Matthew Turner - A young agent apart of the program and younger brother to Jack. He is the most skilled operative the agency has seen. He lost his memory on mission but he nor does anyone else know what happened on the mission. He is very parioned but slowly gets back into the flow of his job.
  • Rosemond Pike as Elizabeth Holmes - A agent apart of the progam and James ex-girlfriend. She is very skilled and is prided on her planning and long term thoughts of plans. Though mostly serious when calmed she is very playful.
  • Michael Fassbender as Jack Turner - Matthew's older brother and the most exprienced on the program. Having been on the most missions the work is second nature. Due to his exprience he doesn't take the job as serious as others would and this sometimes gets others in troube and in danger.
  • Casey Affleck as James Curry - A young agent apart of the program and the most trusted agaent on all the force. Though young he is the most well rounded agaent and the most truested with his unflinching loyalty to the force. He is extremely skilled.
  • Jeffery DeMunn as Sgt. Jeff Grimes - The head of Decativate. He is not trusted very much by the governement and other members apart of the system but everyone listens due to his influence. James trust Jeffery and treats him like a father.
  • Sienna Miller as Lisa Holmes - The head of operations at Deactiviate and Elizabeth's sister. She cares for everyone on the force very much and makes sure they are all safe. Her and her sister have a very good relationship. 
  • Danila Kozlovsky as Volkv - One of the head terroist and head enemy of Deactivate
  • Pasha D. Lychinkoff as Yonder - One of the head terroist and head enemy of Deactivate.



After multiple watches of Hunt for Red October and The Fugative, After Luc Benson completed filiming of The Fifth Element, he began an early treatment of the movie. By 2001 he had finished a complete draft and submitted it to Sony Pictures. Sony Pictures chose not to go through with but after the success of Mission Impossible and The Bourne Films in 2002 Sony Pictures green light the script. They later attached Anthony Davis, director of The Fugative, to direct the film as Luc Benson refused to direct the film as he was not intrested in directing at the time.

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