Code 46 is a 2003 British film directed by Michael Winterbottom, written by Frank Cottrell Boyce, and starring Tim Robbins and Samantha Morton. Produced by BBC Films and Revolution Films, the film is a dystopian sci-fi love story, exploring the implications of current trends in biotechnology. The soundtrack was composed by David Holmes and Stephen Hilton under the name "Free Association". Filmed on location in Shanghai, Dubai and Rajasthan, with interiors done onstage in London, the mesh of foreign locations was chosen due to the juxtaposition of elements in these cities offering a believable futuristic setting. Plot In the future, the world is divided between those who live "inside", in high-density cities, and the underclass who live "outside." Access to the cities is highly restricted and regulated through the use of health documents, known as "papeles" in the global pidgin language of the day. William Geld, an insurance fraud investigator, is sent to Shanghai to interview employees at a company known as "The Sphinx", which manufactures the papeles. William's assignment is to identify employees who are suspected of forging "covers". After interviewing numerous Sphinx employees, he identifies a young worker named Maria Gonzalez as the forger. William is captivated by her, and instead of turning her over to security, he identifies another employee as the forger. William then meets up with Maria and they begin an affair. As Maria sleeps, William finds a forged cover in her room and takes it. William is reprimanded for not discovering the true Sphinx forger. He requests that someone else be sent, as there may have been an accomplice to the innocent man he fingered. However, he is ordered to deal with the problem and to return to Shanghai. Upon his return, William discovers that Maria's apartment is abandoned and the only clue is a medical clinic appointment. He visits the clinic and learns that Maria was pregnant and that the pregnancy was terminated due to a violation of Code 46. William knows that this means Maria is somehow genetically related to him, but he has no idea how. William discovers that Maria has been taken to have her memory of the episode erased. He gets the clinic to release Maria into his care by telling them she is a witness in his fraud investigation. After she is released, William tells her about the memory erasure and about how he didn't report her for