The film opens five years after the events of Don, with Don (Shah Rukh Khan) narrating the story. The European drug cartel bosses meet in the French Riviera to discuss a new threat emerging from Asia: Don is jeopardising their business by undercutting their prices, and the bosses decree that Don must die. Living in Thailand for the last five years, he goes to a remote settlement to pick up a shipment of cocaine. Instead of the expected uneventful transaction, Don fights his way out. He returns to Malaysia, surrendering to Roma (Priyanka Chopra), who has joined Interpol, and Inspector Malik (Om Puri). Don is sentenced to death and sent to prison, where he meets old rival Vardhan (Boman Irani). He offers Vardhan a partnership, and they escape from prison after poisoning the other inmates.

In Zurich Don meets trusted companion Ayesha (Lara Dutta), and they retrieve the contents of a locker accessible only by Vardhaan. In it is a tape of J.K. Diwan (Alyy Khan), vice-president of the Euro-printing DZB (Deutsche Zentral Bank), who was sent by Fabian Kohl to bribe Singhania (Rajesh Khattar) to kill a competitor. Singhania was killed by Vardhaan five years earlier. Don blackmails Diwan into giving him the bank's blueprints so he can steal the printing plates. Diwan misleads him and hires Abdul Jabbar (Nawab Shah), a deadly assassin. However, Don escapes, and baits Jabbar to working for him. With no other choice, Diwan gives Don the blueprints.

Don and his team plan and execute a bank robbery, taking hostages. After stealing the printing plates he is betrayed by Vardhaan and Jabbar, but escapes. However, Sameer (a team member) calls the police and Don is arrested; he threatens Sameer for informing on him. Unable to enter the bank and free the hostages, the police are forced to work with Don in exchange for giving him German immunity.

Don and Roma reach Vardhaan and Jabbar. When ordered by Vardhaan and Jabbar - and even Don himself - Roma is shot by Jabbar when she refuses to kill Don. She still has feelings for Don, although he killed her brother five years earlier, and she also refused to kill him because she refused to do it the illegal way. Don defeats Vardhaan and his thugs, and kills Jabbar. Don ultimately saves the entire team. Don obtains his immunity papers, surrendering the plates and a disc with information about his team. He brings Roma to a waiting ambulance, and they exchange glances before the doors close. Don later detonates a bomb planted earlier in Diwan's car.

In a final scene Don still has one of the currency plates, which the police think was destroyed by the explosion. Sameer was actually loyal to Don; informing the police was part of the plan. The disc Don gave them actually contains the names of the European drug cartel; when they are arrested, Don becomes king of the European underworld and tells Ayesha and Sameer they have no idea how rich they will become. When Ayesha tells him she was afraid he would be caught, he says: "Don ko pakadna mushkil hi nahin, namumkin hai" ("It is not just hard to catch Don, it is impossible.") and the film ends with the song "Dushman Mera".

• Shah Rukh Khan as Don
• Priyanka Chopra as Roma
• Boman Irani as Vardhaan
• Lara Dutta as Ayesha
• Kunal Kapoor as Sameer
• Om Puri as Vishal Malik, head of the Malaysian Interpol
• Alyy Khan as J.K Diwan, vice-president of the Deutsch Zentral Bank (DZB)
• Nawab Shah as Abdul Jabbar
• Sahil Shroff as Arjun
• Florian Lukas as Jens Berkel
• Rajesh Khattar as Singhania
• Hrithik Roshan as Don in disguise (cameo)
• Rike Schmid as Yana, Sameer's girlfriend

Development

A sequel was announced in 2007, a year after the release of Don by Farhan Akhtar. However, the film got delayed due to Shah Rukh Khan's shoulder surgery. The original cast reprised their roles except for Arjun Rampal and Ishaa Koppikar; Lara Dutta and Kunal Kapoor were cast in new roles. Akhtar said that he decided to make a sequel to his 2006 film because it "gave him a lot of freedom to explore the character". Khan copyrighted a tattoo of "D" on his arm for the film.

Khan exercised extensively for the role and performed almost all the stunts by himself. Don 2 marked Khan's return to playing villains after earlier films such as Darr and Baazigar. Chopra learned martial arts and trained for over two months. Boman Irani lost 12 kg for the role and grew a beard to make his character look "cold, cunning and deceitful"; he felt that playing a villain was "a big stretch" for him as an actor. Dutta was cast after Eesha Koppikar, who played the role in Don, dropped out of the film. She was recommended to Akhtar by Khan, who had worked with her on Billu in 2009. In an interview with The Hindustan Times Dutta said it was exciting to play a new character, since there would be no predecessor to live up to.

Filming

The principal photography of Don 2 began on October 2010 in Berlin, becoming the first Hindi film to be shot there. The decision to shoot in the city was made after Khan attended the Berlin International Film Festival for its screening of My Name is Khan and realised that the city provided the required realistic backdrop for the film. Before shooting began the German government announced the film on its website, promising support and co-operation during filming. A 70-member Indian crew travelled to the city for two weeks of preparation for shooting. Scenes were filmed at the Brandenburg Gate, the Alexanderplatz, the French Cathedral and the East Side Gallery. The German government provided €3 million in incentives to the film's producers, since it was shot in Berlin. The shoot cost €6.8 million.

Khan experimented with several looks and performed his own stunts in the film. In Berlin, he performed a 300-foot jump for a scene. A car-chase scene using 67 cars closed main thoroughfares (including the Brandenburg Gate) for three weeks. Each day, alternate routes were provided around roads cordoned off for filming. The shooting schedule also included a special appearance by Hrithik Roshan, whose presence was kept under wraps by filmmakers. In December 2010, the Berlin shooting ended. In February 2011 the actors flew to Malaysia, where several scenes were shot in Malacca Prison with prisoners as extras. A section of the prison block was made available for filming, with special T-shirts distinguishing crew members from prisoners in the high-security zone. Khan trained with Hollywood stunt and fight director Wolfgang Stegemann, who also played Karl in the film.

In September 2011, filming resumed on a song featuring the two leads. Another song was shot with Khan in Goa in late November, only a month before the film's release. The song was shot as an action sequence, but did not appear in the film. In August 2011, the producers said they will release Don 2 in 3D. The idea of 3D conversion occurred to Akhtar while shooting; after tests in Los Angeles, it was decided to convert the entire film. The director of photography had used special lenses, which made conversion easier. Sidhwani said that the idea of converting the film into 3D came to him after seeing Harry Potter and the Deathly Hallows – Part 2. Chuck Comisky, a veteran S-3D innovator who supervised 3D stereo and visual effects for Avatar and Sanctum, was given the job. Anand Subaya was the editor and Jason West served as the director of photography. The digital intermediate and VFX of Don 2 were by Pixion Studios, and the 3D conversion by Reliance Mediaworks.

The soundtrack was composed by Shankar-Ehsaan-Loy, with lyrics penned by Javed Akhtar. The album contains nine compositions: four original songs, two instrumentals, a dialogue snippet, and two remix out of four original songs. The vocals were performed by Vishal Dadlani, Anusha Mani, Usha Uthu