Scarn is sitting at his desk, pretending to type while a worker tries to shoot him, but he fires back, killing the worker. While Agent Michael Scarn (Played by Michael) is lying hungover in his bed, the camera pans through newspaper clippings of Scarn's rise and then downfall to the loss of his career. Scarn's robot butler, Samuel L. Chang (Played by Dwight K. Schrute) comes to his attendance and tells Scarn that President Jackson (Darryl) wants to see him.
While in the Oval Office (the conference room), President Jackson told Scarn that Goldenface tried to blowup the NFL Allstar game, the Baseball Allstar game and the NBA Allstar game. Then, Michael took one day off to run a 20k with Robin Williams, the same day that Michael's wife, Catherine Zeta-Scarn at the WNBA allstar game was killed by Goldenface. The President warns Scarn that there has been a bomb placed in the NHL allstar game stadium and needs him to destroy it because it's his retirement plan and he owns the stadium. Goldenface took the consession stand workers hostage. If Scarn goes in, the hostages die. The game can't be cancelled because it costs too much money to cancel. President Jackson told Scarn that it's Threat Level Midnight. A coin toss, best of seven, will decide of Scarn chooses to go or to stay. While the hostages were tied up to Goldenface (Jim), the hostages had to choose a leader while Goldenface was doing some drugs outside.
While Scarn is driving, the narrator (Stanley) is telling everyone how Scarn didn't know a hockey stick from a Slim Jim. The Allstar game was three days away. So he went to Cherokee Jack (Creed) to find out how to beat Goldenface. At a Pre-National Allstar Game tryout between a skater (Oscar), Scarn, and a masked man, the announcer (Ryan) is explaining how they only can take one entry each year. The masked man then reveals himself to be Goldenface, and he and Scarn have a shoot-out, but only as a distraction to Scarn losing the speed-skating race. Scarn then precedes to the locker room where he breaks the mirror after thinking of his sad parts of his past and chokes the skater with the American flag towel.
The next day at Scarn Manor, Samuel L. Chang receives an e-mail given to Scarn to have him meet Jasmine Windsong (Jan) at the Funky Cat, the hippest jazz club in town. Michael told Jasmine about himself so Jasmine will sing a song that goes out to anyone who has been held hostage. There, Jasmine sings "The hostages are under the stadium" backwards, giving Scarn clues to where the hostages were. Just then, Goldenface's henchman (Troy L. Undercook) kills Jasmine with a blow dart. When Goldenface gets word of Scarn coming his way, he shoots Hostage #3's (Toby) head and it explodes. It proceeds to explode 6 different times.
Scarn and Chang bust through the gates and try to know where is the bomb. Goldenface handing Scarn the puck which is the bomb, says he won't kill anyone so he could release the hostages and defuse the puck if he just forgives him for murdering his wife, Catherine Zeta-Jones, to which Scarn sees flashbacks in the puck. Scarn declines, and him (along with Chang) are shot. After waking up in the hospital to the sight of his nurse's (Helene Beesly), she explains that she wants to make sure everything is "working properly." As they engage in sex, the heart monitor goes off.
Next day, Scarn and Chang told President Jackson (Darryl) that the bomb is in the puck. Later, Goldenface and his henchman came in the oval office and teamed up with President Jackson. Chang thought that the President would blow up the stadium for the insurance mony. The President showed footage of Scarn killing the skater and Scarn was surprised.
Later in the stadium, one of the hostages questioned to Goldenface, "Why is your face gold?" Goldenface used to work in a gold factory and had a boss who cared about money. There were no lunch breaks, so Goldenface had to eat the gold. If Goldenface could blow up all of the allstar games, the trophies would explode and everyone would be gold just like him.
In the next scene, Scarn walks into the local pub, feeling down because he let everyone down. He then is preceded to talk to the local bartender, Billy, (Andy) who says he is upset because his TV isn't working from the satellite after paying $30 a month, and explains that there is a table of women that like to have fun. To cheer Scarn up, Billy asks a kid to turn on the jukebox to "The Scarn." The local drunk said, "The Scarn? Sounds gay." Michael replied, "It is gay, and straight, and black, and white, and young, and old, and cool, check it." While all the local drinkers (warehouse workers), Billy, the boy, and the babes all dance to the song. By the end of the song, the local drunk (Packer) explains that if "doing the Scarn is gay, then I'm (he's) the biggest queer on earth". Now, Scarn had gained his self-confidence again.
Michael was told to get rid of the puck before halftime. During the allstar game, Chang explains that Cherokee Jack was killed. Scarn tries to take the puck and win the NHL Allstar game. Scarn saw Cherokee Jack's spirit. Jack's spirit told Scarn that he should take it out on the puck. Scarn slammed the puck and it flew out of the stadium. Chang freed all of the hostages. The puck hit the satellite so Billy and the bar patrons can watch the Allstar game. At Goldenface's dream home, the puck landed on Goldenface and it exploded. Scarn eventually wins the trophy and heads back to his manor where he is feeding himself and Chang and gets a call from the President asking him to do another mission, to which he replies "I'm in." Stanley then narrates and asks the viewers how he knew so much about Michael Scarn, revealing that Scarn was sitting in a chair with Stanley's voice dubbed over him saying because he IS Michael Scarn. At the end of the film, the credits roll, showing snapshots of the characters while Andy is singing "Threat Level Midnight."
- Steve Carell as Agent Michael Scarn
- Rainn Wilson as Samuel L. Chang the Robot Butler
- John Krasinski as Goldenface
- Jenna Fischer as a Hostage
- B.J. Novak as NHL Announcer
- Ed Helms as Billy the Bartender
- Leslie David Baker as Stanley Hudson (as the Narrator)
- Brian Baumgartner as a Hostage
- Creed Bratton (actor) as Cherokee Jack
- Kate Flannery as a Bachelorette Party Girl and a Man
- Mindy Kaling as a Hostage
- Angela Kinsey as a Bachelorette Party Girl
- Paul Lieberstein as a Hostage
- Oscar Nunez as Speed Skater
- Craig Robinson as President Jackson
- Phyllis Smith as a Bachelorette Party Girl
- Melora Hardin as Jasmine Windsong
- Rashida Jones as a Bachelorette Party Girl
- David Denman as a Hostage
- David Koechner as Drunk Man in Bar
- Linda Purl as Sexy Nurse
- Karly Rothenberg as Bar Patron
- Calvin Tenner as Bar Patron
- Noel Potek as Golden-Henchman
- Hideotoshi Imura as Bar Patron and voice in Scarn's mind
- Mike Bruner as Piano Player
- Greg Collins as Assassin
- Dan Goor as Bar Patron
- Lee Eisenberg as Bar Patron