The film tells the story of Lucian (Michael Sheen), the first werewolf able to take human form and to be called a Lycan. Viktor (Bill Nighy), an elder vampire, raises the child. Viktor kills Lucian's werewolf mother but envisions a race of Lycan slaves for his clan that could keep guard during the day and be used as laborers by the vampires. As Lucian grows up, he and Viktor's daughter Sonja (Rhona Mitra) fall in love in their adult years, though they keep their relationship hidden. Lucian eventually rescues Sonja from werewolves. Viktor, despite acknowledging that Lucian saved his daughter, feels betrayed by him and locks Lucian away.
With the help of the scheming vampire Andreas Tanis (Steven Mackintosh), Sonja orchestrates Lucian's release in exchange for her seat on the vampire council. Lucian escapes after liberating other Lycans. Sonja remains behind, and one night while preparing to leave is visited by her father. Viktor asks if she assisted in Lucian's escape, and although she denies it, he remains hesitant to believe her, and discovers the real truth after biting her neck and reading her memories through her blood, effectively discovering her relationship with Lucian. He then imprisons her. Lucian recruits humans and werewolves to form a force against the vampires. The vampire nobles demand that Viktor recapture Lucian.
Lucian learns about Sonja's imprisonment and eventually rescues her from the vampire fortress but they are attacked by the Death Dealers. Sonja confronts Viktor and informs him that she is pregnant with Lucian's child. Disgusted, Viktor overpowers her and imprisons both her and Lucian. Sonja is sentenced to death at a trial presided over by her father and the council and is executed.
Later, Lucian tries to escape the fortress but his attempt is stopped by Death Dealers; Lucian then summons the freed Lycans and werewolves, who both attack the fortress. Lucian penetrates Viktor's head with a sword and lets Viktor's body fall into a nearby body of water. Lucian declares this victory to the surviving Lycans, werewolves, and freed slaves as the beginning of what will become a war between the races. Subsequently, Viktor enters a hibernation chamber on a boat.
The film ends with the opening scene of the first Underworld installment, with the voice of vampire Kraven (Shane Brolly) revealing to Selene (Kate Beckinsale), the first and second installments' once-human vampire protagonist whose human family was killed by Viktor who then turned her into a vampire and raised her under the delusion that the murder was committed by Lycans, the identity of her family's actual murderer and that the latter spared her own life because she reminded him of the executed Sonja; Selene dismisses Kraven's statement as a lie.
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