The film begins where its predecessor ended, with reigning don Shoaib Khan (Akshay Kumar) earning respect after assassinating his mentor, Sultan Mirza (Ajay Devgn). Twelve years later he is still a charismatic, suave womaniser, who has extended his empire to the Mideast. Khan's only friends are Javed (Sarfaraz Khan) (who oversees his illegal work), his former love Mumtaz (Sonali Bendre), and Aslam (Imran Khan), a teenager Khan met during a visit to the slums in which he grew up.

An older Khan returns to Bombay to kill Rawal (Mahesh Manjrekar), who opposed his ambition to take the reins in Bombay. Although the city was his first love, rising starlet Jasmine (Sonakshi Sinha) wins his heart. Khan advances Jasmine's career by rigging awards, and showers her with gifts; he becomes obsessed with her. He sends Aslam and another trustworthy aide, Jimmy, to kill Rawal. Jimmy fails, accidentally killing his girlfriend, Mona, and flees. He is soon captured by the police, hot on Khan's trail after learning about his arrival in Bombay. Jimmy, loyal to Khan, does not crack during his interrogation and is freed due to lack of evidence. The police intend to draw Khan out from hiding; he has eluded them for twelve years, and this is their last chance to take him on Indian soil.

Khan, suspicious that Jimmy has become a police informer, decides to kill him but Aslam offers to do the deed to deflect police attention. He, Dedh Tang and several thugs masquerade as rival (Yamaha RX100)biker gangs and stage a brawl. Plainclothes police officers try to control the chaos when Aslam corners Jimmy. When a police officer stops Aslam, Khan appears out of nowhere, murders Jimmy and injures the policeman. A chase ensues; the police fail to catch the two, who escape in Khan's Mercedes.

Although Khan has bought Jasmine a house, she rejects his advances, saying that she has never seen him as being more than a friend. Angry and disappointed, Khan slaps her and tells her to leave. He angrily destroys the set of the film she is cast in, leaving with her a twenty-four-hour deadline to accept his proposal. Jasmine returns home to see that Khan has filled her house with expensive presents. Her mother is taken aback when Jasmine explains that Khan is a gangster with whom she'd prefer not to associate. Her family questions the sense in rejecting a man as powerful and dangerous as Khan.

Later in the night, Jasmine meets Aslam at his uncle's restaurant. He tries to explain his love for her, only to be interrupted and told that she is engaged and the two should stop seeing one another. Dejected and disappointed, Aslam meets with Khan, who seems unusually pensive. The two lament their relationships, not knowing they are both in love with the same woman. Just before Aslam is about to reveal the name of his romantic interest, a phone rings – Khan, jubilant, announces that his proposal has been accepted and orders Aslam to pick up his new "bhabhi," or sister-in-law.

Aslam arrives at the address Khan has given him and, much to his shock, sees Jasmine walking towards his car. Initially angry that he is still following her, the two realize that they have been caught up in a complicated affair – that Aslam, unbeknownst to Jasmine, works for Khan, and that Jasmine was the one he had been sent to pick up. Before either can speak, a car containing Rawal and his henchmen arrives at a distance. Rawal shoots Jasmine, having learned of her relationship with Khan and hoping that hurting her lure the gangster into a vulnerable position.

Jasmine remains unconscious at the hospital as Khan arrives. He accuses Aslam of being in love with his fiancée – an accusation which Aslam denies as Khan reveals that he has masterminded a plan to murder Rawal and ensure his own dominance over the Mumbai underworld. Khan intends to fabricate a story of him feuding with Aslam to tempt Rawal and his rivals into contacting Aslam. The "news" reaches Rawal, who seems delighted at the prospect of being able to turn Khan's right-hand man against him.

When Rawal calls Aslam at the hospital, Aslam, now fully aware of Khan's feelings towards Jasmine, seems unsure whether to abide by Khan's plan. He reluctantly provides Rawal with an address, ending the phone call by telling him to "murder the bastard." Khan, lying in wait outside the address with a sniper rifle, kills Rawal and his henchmen when they arrive. Khan, having consolidated power, savours his victory and walks into a police station as a taunt to law enforcement. However, Dedh Tang accidentally reveals Aslam's love for Jasmine in the midst of celebration. Khan, infuriated, diverts the car to the hospital to confront Aslam, who has continued to stay with Jasmine as she recovers from being shot by Rawal. Knowing that his friend is in danger, Dedh Tang honks the horn of the car repeatedly after Shoaib and his henchmen enter the building, alerting Aslam to the danger and giving him time to escape. Entering to see an empty bed where Jasmine had before been laying, Khan realizes that Dedh Tang had given him away.

Khan sends his aide Akbar to kill Aslam after he and Jasmine flee to Aslam's uncle's restaurant in Dongri. Aslam assures Jasmine that Khan, though violent, would never hurt him. Their conversation is interrupted by a car's horn honking – running outside, Aslam is ambushed by Akbar after discovering the body of Dedh Tang, who has been killed by Shoaib for aiding the couple in their escape. Aslam, though injured and initially losing the fight, kills Akbar with a shovel. He calls Khan to tell him that the murder of Dedh Tang has, in effect, erased his deep-seated loyalty to his former boss. Khan responds by telling Aslam that sending Akbar was a mistake, as he must be the one to kill the man he views as also having betrayed him by "stealing" Jasmine.

Aslam and Khan confront one another as the police, having been alerted to Khan's location by a storekeeper, descend upon Dongri. Shoaib rains down blows and insults upon Aslam, urging him to defend himself in front of Jasmine. Nevertheless, Aslam, who still feels indebted and bound to Khan, does not fight back until Inspector Awant appears through the gathered crowd – even then, Aslam only pushes Khan away so that Khan is not shot by the officer. Reacting quickly, Khan draws a pistol of his own and shoots Awant before turning his weapon on Jasmine and Aslam. Jasmine, through tears and while holding a bleeding Aslam, tells Khan that he is truly evil and will never have her love. Khan seems to recognize the truth in her words as he drops his weapon and stares at the couple. Just then, more police officers arrive on the scene and open fire on Khan, who, now injured, is dragged away by one of his henchmen. He and Aslam, both alive but bloodied, lock eyes and reach out for another, having finally put aside their differences.

In the last scene, a bullet-ridden, dejected Khan reads a letter he was unable to give Jasmine in the cargo hold of a ship leaving the city forever.

• Akshay Kumar as Shoaib Khan
• Imran Khan as Aslam
• Sonakshi Sinha as Jasmine Sheikh
• Sonali Bendre as Mumtaz Khan
• Sarfaraz Khan as Javed
• Mahesh Manjrekar as Rawal
• Abhimanyu Singh as ACP Ashish Sawant
• Kurush Deboo as Stylo Tailor Manager
• Pitobash Tripathy as Dedh Taang
• Chetan Hansraj as Jimmy
• Sophie Choudry
• Tiku Talsania as Tayyab Ali
• Ajay Devgn as Sultan Mirza (footage from previous film)
• Vidya Balan (cameo).
• Amanda Rosario (cameo)

Filming

Tanuj Garg, CEO of Balaji Motion Pictures, announced on Twitter that principal photography began on 27 August 2012 in Mumbai. Female lead Sonakshi Sinha joined the cast and crew two days later after completing her previous film, Son of Sardaar, with Ajay Devgn. The overseas shooting schedule began in September in Oman, the first major Indian production filmed in the sultanate. Portions of the film were shot on a beach in Qantab, on the corniche in Qurum, and at the Shangri-La's Barr Al Jissah Resort & Spa in Muscat. When director Milan Luthria became ill with a virus, shooting was postponed for three days. To make up the lost time Luthria persuaded Kumar to work on two consecutive Sundays, the first time he had worked on a Sunday since Priyadarshan's 2006 Bhagam Bhag. The remainder of the film was shot on location in Khala, on the Sassoon Docks and at Mukesh Mills in Mumbai. The shoot was wrapped up by January 2013.

Effects

The film's visual effects (VFX) were by Reliance MediaWorks, which also produced computer-generated imagery (CGI) for Balaji Motion Pictures and Luthria for its prequel, Once Upon a Time in Mumbaai (2010). Since the company was also generating VFX for the yet-unreleased Chennai Express (2013) its roster of animators and compositors was divided into two teams. The Once Upon ay Time in Mumbai Dobaara! team consisted of 40 artists, who augmented 600 digital shots in one month. Luthria informed the company that Dobaara! was set during the 1980s, with car chases requiring visual effects. About 25 percent were shot against chroma key backgrounds, since they would have been difficult to film otherwise. Scenes in the Sharjah Cricket Association Stadium in the United Arab Emirates were recreated three-dimensionally with polygonal modeling in Autodesk Maya instead of the live-action plates used for shots in Muscat. Adobe Photoshop and ZBrush were used to add texture to matte paintings in the background and the 3D models. Outdoor shots in Mumbai (such as Colaba Causeway and Ballard Pier) were replaced by interior and exterior live-action plates from Oman. According to Sanjiv Naik, the film's VFX supervisor, the last few scenes were the most difficult ones to shoot. In the last scene where Khan is lying wounded in the cargo hold of a ship, the camera zoom