Inspector Ajit Rathod (Ajay Devgn), who is on a mission to eliminate a notorious terrorist Azhar Khan (Rahul Dev) who killed his wife (Koena Mitra) and the latter is underground from the eyes of law and planning to destroy Mumbai. Now story moves on Amjad (Akshay Kumar) who is an auto rickshaw driver, who is searching his long lost brother Munna and struggler Avinash (Tusshar Kapoor) who wants to be a star in Bollywood industry. Amjad wants to marry his lover Heena (Esha Deol). But her parents want her to marry a rich man. So Amjad plans to win her parents' trust by a fake drama with Avinash and his friend to act as fake goons and they involve Rathod to arrest and win Heena's heart. The plan goes wrong as real goons appears but Amjad fights them leading to the Heena's parents to marry Amjad. Avinash, who is a struggler on other hand, loses his job as extra in films after an argument with an egoistic actor. A newcomer Indu (Laila Mehdin) is helped by Avinash to enter the industry and soon both fall in love with each other not knowing that she had been subjected to a compromise with the producer. Hopeless, Avinash decides to be an auto-rickshaw driver but Indu apologises and encourages Avinash to be a good actor. Soon, Avinash and Indu's luck turns when the filmmaker (Asrani) casts them as leads in his next film after being impressed on their acting skills. Meghna, a news reporter (Lara Dutta) develops a liking towards Rathod, the latter is still traumatised and angered on his wife's death.

Azhar returns home after the exile, but seeking the same motive of destruction; planning a bomb blast on train with passengers. He kills Rathod's friend and inspector Deepak and is on the loose. Rathod learns that Azhar is none other than Amjad's younger brother. Azhar calls Rathod at Bandra Terminus where he kept passengers as hostages, with a deal to release his aide Maqsood (Ashok Samarth)and Amjad (who was arrested) and demands a helicopter for escaping. Rathod goes according to the plan and reaches the station where a horrified Amjad learns that his brother is a terrorist. Amjad pleads Azhar to leave the innocent people but Azhar denies by naming it as jihad. A fight ensues on during explosion at the station which Rathod and Amjad kills the Azhar's men. Just about Azhar and his aide Maqsood tries to attack Rathod and Amjad, both shoots them down. Rathod condoles Amjad to which the latter refuses, stating that the person who kills innocent people in the name of jihad should be gunned down. At the end, Rathod, Amjad and Avinash returns from the ambush.

• Akshay Kumar as Amjad Khan
• Ajay Devgn as Inspector Ajit Rathod
• Tusshar Kapoor as Avinash
• Lara Dutta as Meghna
• Esha Deol as Heena
• Koena Mitra as Sonali Rathod
• Laxmikant Berde as Laxman
• Laila Mehdin as Indu
• Sharat Saxena as Heena's father
• Rahul Dev as Azhar Khan (Munna), Amjad's brother and terrorist
• Asrani as Film Director
• Himani Shivpuri as Indu's mother
• Sunil Grover as Mahesh (Avinash's friend)
• Vivek Vaswani as Agarwal
• Archana Puran Singh as Rajjo
• Beena as Amjad's mother
• Viju Khote as Real Estate Agent
• href="/wiki/Ashok_Samarth" class="mw-red