It's sometime in the future where the privileged live in guarded cities and can only enter or leave if possessing papelles, a passport of sorts that are manufactured by companies such as Shanghai-based Sphinx run by Backland (OM PURI). It now seems that one of the company's workers has been forging papelles and investigator William Geld (TIM ROBBINS) has arrived to figure out who that might be. Utilizing the empathy virus in his system that allows him to read people via anything they might say, it doesn't take William long to zero in on Maria Gonzalez (SAMANTHA MORTON).
Despite being on the job and married with a child back in Seattle, William finds himself falling for her. Not knowing her background, their one-night stand could run the risk of violating Code 46, a law designed to prevent genetically similar people from having children.
With his papelles running out, William returns home. Yet, when he can't shake Maria from his mind and he hears that one the recipients of her forged documents has died, William returns to Shanghai under the guise of his continuing investigation. When he arrives, however, unexpected developments soon challenge his convictions, and from that point on, he must decide what to do.