In the future Earth is over populated and so polluted that the wealthy and powerful create a new place to live. It's called Elysium and it's just within Earth's orbit. and they have all sorts of conveniences among them is a machine can heal anyone. So people on Earth who want to use it try to get there. But the Secretary of Defense Delacourt uses unsanctioned operatives like a man named Kruger to keep them off Elysium. Her latest attempt to keep people off Alysium catches the ire of the President who tells her to tone down her attitude and to stop using men like Kruger. Delacourt then approaches Carlyle, the head of Armadyne Corp, the company that built Elysium and all of what they use up there and asks him to make a program that would allow her to remove the President and put someone else in his position. He agrees to do it. On Earth, Max a man who has dreamed of going to Elysium and taking Frey, a girl he grew up with there. Max works for Armadyne and while at work Max is exposed to radiation and has days to live and needs to go to Elysium to use the machine. So he approaches Spider the man who gets people to Elysium for a price. But since Max can't pay him, he makes Max a proposition, he will get him there if Max gets some information out of the head of Armadyne's head. Max agrees and is fitted with an exo-skeleton to help him. They intercept Carlyle as he was leaving for Elysium to deliver the program to Delacout and get the information out of him. Delacourt would send Kruger to save Carlyle but is killed in the crossfire. Delacourt tells Kruger to get Max because he has the program in his head. And Kruger decides to get Max through Frey. When Spider sees the program he tells Max this could change the whole system but Max wants to help Frey first.