The film set in New York City sometime in a stylized world of the 1940s, with newspaper reporter Polly Perkins (Gwyneth Paltrow) investigating the disappearance of the world's top scientists. As she surreptitiously meets with one of the scientists who gives her the name Dr. Totenkopf as the culprit behind the disappearing scientists, she is sidetracked by invasion of Earth by morphing flying robots that shoot laser rays out of their heads and crush people and property under their enormous feet. As Polly runs along the streets trying to get more reportage information, Sky Captain (Jude Law) appears in his Spitfire airplane, which is equipped with amazing high-tech special modifications, to fight the monsters. It turns out that Polly and Sky have a back-story and some harbored ill feelings come out when Polly confronts Sky to get more info for her paper. As they investigate together, they uncover a 'doomsday machine' Totenkopf has created. After another attack from another group of flying robots, Dex (Giovanni Ribisi), Sky Captain's genius technician, goes missing, but not before leaving a clue behind for the duo to follow. Franky Cook (Angelina Jolie), the commander of a flying battle station, uses her squadron of flying/swimming airplanes to aid Sky and Polly in breaking through to the evil Totenkopf's hideout. After many obstacles the two finally reach the evil Doctor's lair, and upon their arrival is the discovery of the strange existence of the man and the machines that do his bidding. They also realize he has put a plan in motion to imminently destroy the planet, and they must act to prevent this.
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