"Do you really think for one second those wimps at the Pentagon... would

                allow the regeneration of dead soldiers, American soldiers? '

As the Vietnam war came to an end, an American military squad receives orders to secure a village against North Vietnamese forces. Private Luc Deveraux (Van Damme) comes to find the members of his squad and various villagers dead with their ears missing. His comrade in arms, Sergeant Andrew Scott (Dolph Lundgren) seems to be the perpetraitor of these crimes, having gone murderously insane. Deveraux finds that Scott, while holding up a string of severed ears, is also holding a young boy and girl hostage. Devreaux tries to reason with Scott, saying that the war is over. However Scott becomes infuriated and shoots the boy in front of him, then orders Devreaux to shoot the girl in order to prove his loyalty.

Of course Devreaux refuses and stops Scott from shooting the girl. The girl attempts to escape, but Scott throws a grenade at her, killing her. Both Deveraux and Scott shoot each other and both are killed....and so the next morning a special cops squad find their bodies and the commanding officer of the squad gives the order ot bad the bodies.....

The story then moves to the modern day, and we see that terrorists have taken over the Hoover Dam and the police agencies are ordered not to intervene or make any attempt to rescue the hostages. Instead, the Universal Soldiers (or "UniSols"), an elite counter terrorism unit, are called with Devreaux (now designated "GR44") and Scott (now designated "GR13") among this team. They apparently have been revived with no memory of their previous lives. Unfortunately Dereaux has flashbacks of his previous life.

Devreaux and Scott are sent in to dispatch several of the terrorists, with Devreaux using efficient means, but Scott using excessive force. Their camera feeds sent back to the command post garners concern with the project technicians, suggesting that despite being emotional blank slates, Scott is actually enjoying it. As the UniSols infiltrate the area, they demonstrate their superior training and physical abilities, as one of them is shown surviving close-range automatic gunfire. After the area is secure, Devreaux begins to regain some memory from his former life after seeing two of the hostages who resemble the villagers he tried to save back in Vietnam. Turning around, he looks upon the face of Scott (who is also experiencing the same memory) but as a Unisol, he doesn't say anything. This causes him to ignore radio commands from Unisol Command.

Back in the mobile command center, the Unisol technician team are trying to figure out what happened at the Hoover Dam incident. They reveal that the UniSols have enhanced healing abilities and superior strength but also have a tendency to overheat which causes them to shut down. It is also revealed that they are given a neural serum to keep their minds under control and their previous memories suppressed. All of the UniSols are then ordered to go back into their cooling units and inject themselves with the serum. Because of this glitch, Woodward, one of the technicians on the project, feels it may be better to pull the plug on the project due to Devreaux's flashback and Scott's behavior on the field. But Colonel Perry, the commander in charge, tells them that the missio will go on.....

TV news journalist Veronica Roberts is attempting to get a story on the UniSol project in an attempt to be reinstated at her job, having previously been fired. After speaking with representatives from the project, she receives evasive answers. She later sneaks onto the base with a camera to investigate the project further only to discover the body of a damaged UniSol who appears to be fatally wounded but is still alive. While attempting to escape, Devreaux and Scott are ordered to bring her back. She escapes to the car of her cameraman, but when the Unisols pursue, they cause the car to crash and overturn. Scott mercilessly executes the cameraman and Devreaux again intervenes, preventing him from shooting Roberts. They both escape in a UniSol vehicle.

After escaping, Scott mumbles to himself softly about Devreaux being a traitor, but none of the Unisol team realize it. Dr. Gregor resolves to chase the reporter and Devreaux across country to prevent knowledge of the UniSols from getting out, not only to the public, but to the American government, as the project is unauthorized by the American military. As Devreaux and Roberts hide out and attempt to get evidence of the UniSol program to the media, Roberts turns on the television to learn that she is now being framed for the murder of her cameraman. As the UniSol team is dispatched, Scott's previous personality begins to emerge, causing him to kill innocents. As the technicians realize what is happening, they attempt to stop him, only to be killed themselves. Scott then takes over the rest of the UniSol team.

Devreaux and Roberts travel around as Roberts tries to dig up more information about the UniSol program. They meet Dr. Gregor, the originator of the program, who reveals the history of the project. Devreaux learns more of his past and wants to go home to meet his family in Louisiana.

After Devreaux reunites with his family, Scott tracks them down and takes his family and Roberts hostage. A brutal fight ensues with Scott beating Devreaux mercilessly due to the muscle enhancers he has. Roberts manages to escape from her bonds only to be seemingly killed by a grenade thrown by Scott. Scott continues to dominate Devreaux until he gets a hold of the muscle enhancers Scott uses and injects himself with one. Devreaux starts fighting back due to his new strength and a titanic battle ensues......

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