At the end of the 21st century, chemical warfare has devastated the Earth. The only habitable land left consists of two territories: the United Federation of Britain (UFB), located on the British Isles and northwestern Europe, and the Colony, spanning all of Australia. Factory workers from the Colony commute to the UFB each day via "The Fall", a gravity elevator running through the Earth's core. The disparity in living conditions has resulted in a group of people called the Resistance, deemed terrorists by the UFB, who seek to improve living conditions in the Colony.

Colony worker Douglas Quaid has been having unsettling dreams of being a secret agent partnered with an unnamed woman. Tired of his factory job building police robots with his friend Harry, he visits Rekall, a company that implants artificial memories. He decides on the fantasy of being a secret agent. During exploratory preparations by technician McClane, they discover that Quaid already has real memories of being a spy. As McClane starts to question Quaid about the memories, a squad of UFB police arrive, killing the Rekall staff in an attempt to arrest Quaid. Strange instincts kick in as Quaid defends himself, killing the entire squad. Upon returning home, Quaid relays the incident to his wife Lori, who attempts to kill him, revealing that she is a UFB intelligence agent and they have only been married for six weeks, not seven years as he believed. After Quaid escapes, he receives a phone call from Charles Hammond, a former colleague of his who directs him to a safe-deposit box. Inside it, Quaid finds a message from himself with the address of a UFB apartment.

Upon arriving at the UFB, Quaid is pursued by Lori and her team, but is rescued by Melina, the woman from his dreams. Recuperating at the apartment, Quaid finds another hidden recording, revealing his true identity as rogue UFB agent Carl Hauser, who was working for UFB Chancellor Cohaagen to infiltrate the Resistance before Hauser defected. He had discovered a kill code that can disable an army of robots that Cohaagen intends to use to destroy the Colony and give the UFB more living space, but was captured by UFB agents and implanted with false memories to manipulate him. Nonetheless, Matthias, the Resistance leader, should be able to retrieve the memory of the kill code. Subsequently, Melina reveals she was Hauser's lover before he was captured, comparing their matching scars from when they were shot while holding hands in Quaid's "dream". They are soon surrounded by the police and Harry, who claims that Quaid is still in a Rekall-induced dream and killing Melina is the only way out. A confused Quaid is initially uncertain until he sees a tear on Melina's cheek and shoots Harry. Lori pursues the pair, but they manage to escape.

Melina takes Quaid to see Matthias, who searches his memories until Lori and Cohaagen storm the Resistance base. Cohaagen reveals he came up with the idea of the kill code to trick Quaid into leading him to Matthias before killing Matthias, taking Melina prisoner, and ordering a team to restore Quaid's memory to the "old Hauser" before he was corrupted. However, Hammond reveals himself and frees Quaid, dying in the process.

Cohaagen loads the Fall with his robot army as Quaid sneaks on board, setting timed explosives throughout the vessel while searching for Melina. After reac…

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On June 2, 2009, Variety reported that Kurt Wimmer would write the script for the film. Mark Bomback was later brought on board, and James Vanderbilt did an uncredited "polish" on the script. Over a year later Len Wiseman was hired to direct. Paul Cameron is the film's cinematographer, and Christian Wagner is the film's editor. The soundtrack is a collaboration of Harry Gregson-Williams and Welsh electronica group Hybrid.

Although described in the press as a "remake," star Jessica Biel claimed in her August 2, 2012 appearance on The Daily Show that the film is not a remake of the 1990 film, but an adaptation of the original short story by Philip K. Dick. However, Biel's own character of "Melina" was not actually present in the original short story by Philip K. Dick and exists only in this film and the original 1990 film. The same is true for the characters of Cohaagen and Harry, along with the leader of the Resistance. This version of the film also uses the names Quaid and Lori for the main character and his wife, like the 1990 film, whereas in the original short story they were Quail and Kirsten. The basic story also follows that of the original 1990 film, albeit with certain changes such as keeping the action on Earth rather than Mars. Also, this version does not credit Dick as a writer.

In August 2010, Arnold Schwarzenegger expressed an interest in reprising his role as Quaid, but in October 2010 it was officially reported in The Hollywood Reporter that Colin Farrell was on top of the short list, which included Tom Hardy and Michael Fassbender, to play Quaid. On January 11, 2011, it was announced that Farrell had secured the role. Farrell stated in April that the remake would not be the same as Dick's short story. Schwarzenegger ridiculed the film in 2019 saying, "someone tried to do a remake of [Total Recall]. How stupid is that? Jesus!"

Beckinsale and Biel were both confirmed for roles on May 25, after actresses Eva Green, Diane Kruger, and Kate Bosworth had previously been considered for Biel's role. Actor Bryan Cranston was cast as the film's villain. Ethan Hawke was cast in a cameo role, and commented that his character had a monologue about five pages long; however, this role was cut from the theatrical version of film, but is part of the extended Director’s Cut. Later cast additions included Bill Nighy and John Cho.
On a reported budget of $125 million, principal photography began in Toronto on May 16, 2011, and ended on September 20, 2011. Scenes were filmed at the Pinewood Toronto Studios, as well as the University of Toronto, Lower Bay Station, CIBC Commerce Court, the University of Toronto Scarborough, the Metro Toronto Convention Centre, and Guelph. The film was shot with Red Epic digital cameras and Panavision anamorphic lenses. After securing the film rights from Miramax, Columbia Pictures distributed the film.

Total Recall was released on August 3, 2012. The Director's Cut includes an extra 12 minutes of footage and there are several key differences compared to the theatrical version. In this version, both Hauser's memory and physical appearance were heavily altered by the UFB to turn him into Quaid, and an uncredited Ethan Hawke portrays Hauser's original appearance in a pre-recorded hologram video. Additionally, Hauser is still working for Cohaagen and plans to get close to Matthias by seducing Melina, who is the Resistance leader's daughter in this version. The Director's Cut ends with Quaid, on finding the real Melina, noticing that his forearm is missing the Rekall symbol he received earlier. Recalling Matthias' words, during their short meeting, that the past blinds us to the present our heart wants, Quaid decides to accept his current world with Melina as real.