The film takes a historical look at trends in once-functioning democracies from modern history, based on Wolf's 2007 book The End of America: Letter of Warning to a Young Patriot.

The films asserts such trends are being repeated in America today, and puts the recent gradual loss of civil liberties in the U.S. in a historical context.

"The average American might not be alarmed at AT&T selling our private information to the Bush administration, but when this action is seen as part of a larger series of erosions and events, a pattern emerges with unfortunate consequences that become disturbingly clear.

Break-away segments featuring both talking-head and "fly on the wall" interviews demonstrate the historical echoes and present-day consequences of the erosion of America's Constitution.

Wolf outlines ten steps that "closing societies" – such as Hitler's Germany, Mussolini's Italy, and Stalin's Russia – have historically followed.