The story starts in the city of Mumbai where a motorcycle gang starts breaking into banks and other public places and vanishing on the Western Express Highway.
ACP Jai Dixit (Abhishek Bachchan) a no-nonsense cop, is called inside the case. He is married to Sweety (Rimi Sen). Jai seeks the help of a thief named Ali (Uday Chopra) and devises a trap to catch the gang, but it fails. Kabir (John Abraham), the leader of the gang, eventually taunts Dixit by saying that he couldn't catch him even if he were right in front of him. He is proved correct and the failure of Dixit seemingly leads to the break-up of his partnership with Ali.
Kabir then lures Ali into his gang to take place of Rohit, the gang member who was killed by Jai. Ali falls in love with Sheena (Esha Deol), another gang member. The gang later goes to Goa to perform one last big heist before becoming disbanded forever. Kabir now sets his eyes on the biggest casino in all of India. Kabir and his gang swiftly loot the casino on New Year's Eve, but soon they realize that Jai has led them right into a trap. Ali was working for Jai the whole time and a fight ensues.
Kabir manages to escape from Jai, and goes back to the gang's truck where Ali has tied up Sheena. Kabir then viciously beats up Ali for his betrayal, but Ali is saved by the timely arrival of Jai at the scene. The gang minus Sheena flees, while Jai and Ali give chase. All the gang members sans Kabir are killed by Jai and Ali. Kabir tries to escape on his bike. He is then cornered by Jai and Ali with nowhere to go. So Kabir decides to commit suicide rather than let Jai arrest him, and rides his bike over the edge of a cliff and into the water. The movie ends with Jai and Ali bickering as usual. It is hinted at the end that Sheena will be arrested.
- Abhishek Bachchan as ACP Jai Dixit
- Uday Chopra as Ali Akbar Fateh Khan
- John Abraham as Kabir
- Esha Deol as Sheena
- Rimi Sen as Mrs. Sweety Dixit
- Manoj Joshi as Jai's assistant officer
- Ajay Pande as Vinod
- Sanjay Singh as Rahul (Kabir's Friend)
- Farid Amiri as Tony (Kabir's Friend)
- Rohit Chopra as Rohit (Kabir's Friend)
- Bhupinder as a Chor Bazaar Goon
- Mehul Bhojak as Manu
- Yusuf Hussain as Police Commissioner
- Mukesh Ahuja
- Perizaad Zorabian in a Friendly Appearance
- Arjun Sablok in a Friendly Appearance
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