Spooner goes to the old bridge in Sonny's dream and finds container crates of old robots. Suddenly there's a commotion - USR new fangled robots have turned up and are beating the living daylights out of the old robots. Spooner makes a run for it, chased by the NS-5s, helped by the poor older models.
Meanwhile, all NS-5s have turned an evil red while they "uplink" to VICKY and the mainframe. Spooner's Gran is not allowed to leave her home, and Calvin's robot is blocking her calls.
There is a riot in the streets while citizens face off against the robot police force.
Spooner shows up at Calvin's apartment to save her and they get over to the USR tower. Spooner saves his little friend Shia LeBeouf from a few robots, sends him home, and then they break into the USR building using their inside man - Sonny. They climb the stairs to Robertson's office - but it's too late, he's already dead. Spooner pieces it all together. He calls up VICKY (or is it VICKI?), the AI system that owns up to it all.
Sonny pretends to go along with the plan to control humans, but winks to Spooner. They take out the robot guards. Sonny sprints off to find the nano injection kit. Spooner and Calvin are swarmed by NS-5s when the alarm is raised.
Sonny uses his modified arm with the stronger alloy to grab the nano injection kit, and takes it back to the top of the tower.
Calvin falls. Sonny dives to her rescue and throws the nanos to Spooner. Spooner grabs onto the metal tower frame using his metal arm to slow his descent. He then stabs the nanos into VICKY, who 'dies'. All robots turn white again and are back to normal.
Everything is back to normal again. The heroes reflect on what has happened - and Sonny admits to killing the old Doctor, but he promised not to tell anyone. All NS-5 robots are packed off and sent to the container crates near the bridge.
Sonny steps out as their leader in front of the bridge, like in the scene from his dream.