The film begins with a sniper shooting out the fuel tank of a Lamborghini, causing it to burst into flames. Some time afterwards, a robbery takes place and European printing plates are stolen. Ranvir Singh (Saif Ali Khan) watches this news on TV and smiles. Ranvir goes to a casino owner, Vikram Thapar (Rajesh Khattar), claiming to have been behind the Euro printing plates robbery.

Ranvir offers Thapar €1.5 billion of counterfeit currency in exchange for €500 million real banknotes. Thapar agrees, and borrows the €500 million from ex-street fighter and billionaire gangster Armaan Malik (John Abraham), and makes the trade with Ranvir. It is then revealed that Ranvir never stole the printing plates, and was conning Thapar to get revenge for a previous matter. Now, unable to return Armaan's money, Thapar is forced to give Armaan control of five casinos that he owns in Istanbul, Turkey.

The con is revealed to be a plan that Ranvir made a week earlier with Armaan, who he was introduced to by his friend Robert "RD" D'Costa (Anil Kapoor) and his dim witted assistant Cherry (Ameesha Patel). Ranvir essentially gives Armaan ownership of Thapar's five casinos in exchange for a 10% commission, a fraction of the true value of the casinos. Ranvir and Armaan become friends and business partners, while Ranvir begins a romance with Armaan's half-sister and 50% shareholder Alina (Deepika Padukone).

At a party hosted by Armaan and Alina, Ranvir meets Armaan's girlfriend Omisha (Jacqueline Fernandez) and sees a picture of his deceased wife Sonia (Bipasha Basu) in her wallet. He begins to woe her in order to gain her confidence. Meanwhile, he brings a lucrative deal to Armaan that will make them both billions. However, Ranvir later reveals to RD that Armaan and Thapar were responsible for the death of Sonia, and his real plan is to bankrupt Armaan. Ranvir then establishes contact with Omisha, who tells him that she is Sonia's sister Tanya, and has been dating Armaan to get close enough to kill him. However, Omisha is revealed to not be Tanya after all, and actually be working with Armaan, who already knew that Ranvir was Sonia's husband.

Ranvir tells RD and Cherry that his plan is to steal the Shroud of Turin. He will steal the Shroud himself, but will tell Armaan that someone else will do it, and sell it to him for €15 billion, which is a fraction of the Shroud's true value. Ranvir then plans to steal both the Shroud of Turin and Armaan's €15 billion. However, RD, who is deathly afraid of Armaan, betrays Ranvir and tells Armaan the whole plan. Armaan introduces Ranvir to Godfather Anza (Aditya Pancholi) and asks him to give 15 billion euros to invest in the deal but only if he wins his fight with Typhoon. Ranvir was listening to their conversation and Alina reveals Armaan was the one who planted the bomb in her car and decides to be on Ranvir's side. Ranvir successfully steals the shroud with the help of Cherry and RD while after unsuccessful attempts Armaan wins his fight with Typhoon.

After Ranvir drinks his glass clean during the celebration Armaan reveals that Alina mixed poison in Ranvir's glass. As Ranvir slowly dies, Armaan reveals that thanks to RD he knew Ranvir's plan the whole time and he was controlling the race the entire time. Alina reveals that she was never on his side because of her blood relationship with Armaan. Omisha drives back with the money and reveals to Ranvir that she was also on Armaan's side and she is not Sonia's sister. After Ranvir dies, RD and Cherry leave after getting 10% of the money from Armaan. Alina leaves to get the private jet ready, while Armaan and Omisha retrieve what they believe to be the real shroud Shroud from Ranvir's luggage locker.

Armaan, Omisha and Alina leave in their private jet. While in the jet, Armaan points his gun at Alina, revealing that all along he was planning to kill her and take her money. Suddenly, Ranvir crashes through the wall and reveals that Alina never poisoned his drink. Alina tells Armaan that she was on Ranvir's side ever since Armaan planted the bomb in her car. Ranvir reveals that RD never betrayed him, and that he himself told RD to inform Armaan of the real plan. This was to make Armaan think he was ahead of Ranvir. Ranvir then reveals that he had seen a picture of Sonia's sister before he even met Omisha.

Afterwards, Ranvir and Armaan have a fight in the plane being in midair. During the fight, Armaan tells Ranvir that he killed Sonia because she had betrayed him and fled with his money. As a result of the fight, a window of the plane was broken and subsequently an object damages the aircraft's propellor. Armaan gets hold of a gun and shoots the pilot and all the parachutes except one and he along with Omisha escape with it. Ranvir and Alina were left out so that they would die as a result of plane-crash but they escape using Armaan's car which opens chutes while in the air. The plane crashes on a mountain.

Sometime later, Armaan and Omisha meet Godfather Anza to hand over the Shroud. But, on inspection, it is revealed to be a fake one. When Anza asks for his Bearer Bonds, which he had given to Armaan earlier, they are also revealed to be fake. Armaan is forced to hand over his properties, including cars, casinos and yachts to Anza and subsequently Omisha dumps Armaan for Anza. Bankrupt, Armaan vows vengeance on Ranvir, who reveals everything to be his plan.

In the end, Ranvir and RD meet and Ranvir gives him his share. When RD asks about the real Shroud, Ranvir reveals that he never stole it and it is still in the Chruch. Ranvir also reveals that Alina switched the real Bearer Bonds for fake ones when he and Armaan were fighting on the plane. RD appreciates Ranvir for his smartness as he accepts his 10% commission. RD then says that he does not want to risk his life again and makes Ranvir promise to never meet him again. Ranvir shakes on the promise but then warns RD that promises are made to be broken. RD and Cherry then leave in one small aircraft, while Ranvir and Alina leave in another.

• Saif Ali Khan as Ranvir Singh
• John Abraham as Armaan Malik
• Anil Kapoor as Robert D'Costa (RD)
• Deepika Padukone as Alina Malik
• Jacqueline Fernandez as Omisha / Tania Martin (Fake)(Mona Ghosh Shetty as the dubbing voice)
• Ameesha Patel as Cherry
• Aditya Pancholi as Godfather Anza
• Rajesh Khattar as Vikram Thapar
• Bipasha Basu as Sonia Martin (special appearance / extended cameo)

After the success of Race (2008), Ramesh Taurani registered Race 2 as a title and Abbas-Mustan said that they would go ahead with a sequel "if we get a script in place which is even better than the original." The screenplay was written by Shiraz Ahmed who also wrote Race. Saif Ali Khan and Anil Kapoor were the first to sign on in November 2009 and were reported to be the only returning cast members from the first film. In June 2010, John Abraham was signed on to play the antagonist and Kareena Kapoor and Priyanka Chopra were approached to co-star opposite Khan and Abraham respectively. However, Kapoor turned down the role as she didn't want her pairing with Khan to get repetitive; Chopra opted out due to scheduling conflicts. It was also rumoured that Asin had been shortlisted to star alongside Khan; however Padukone was cast. In December 2010, Sonakshi Sinha was cast as a replacement for Kapoor. Chitrangda Singh was approached for a role opposite Anil Kapoor in May 2011 but eventually dropped out for unspecified reasons. Ameesha Patel and Mallika Sherawat were considered for that same role, but it ultimately went to Patel.

The film's shooting was set to begin on 5 October 2011 but was postponed to accommodate Deepika Padukone's dates causing scheduling conflicts with Sonakshi Sinha. Sinha's dates conflicted with her filming schedule for Dabangg 2 (2012), forcing her to drop out. In October 2011, Jacqueline Fernandez who had opted out of Krrish 3 and Raaz 3 was cast as a replacement for Sinha. Shortly afterwards, it was announced that Bipasha Basu would be reprising her role as Sonia in a cameo appearance and continuing to be Khan's love interest. Despite rumours suggesting that Basu would be sharing screen space with ex-boyfriend John Abraham for the first time after their break-up, Abraham denied this. Reports have said that after this statement was said Abraham then told Saif that he didn't want to work with Basu in the first place. Jamiat Ulama-i-Hind, the largest of Sunni clerics in India, urged PM Manmohan Singh to stop their publication and display of Race 2 posters that featured verses from the Quran.

Filming

The first Indian schedule began on 5 November 2011 in Mumbai for 15 days, wrapping up on 20 November. Meanwhile, Sanjay Dutt was in talks to join the cast, but he dropped out due to scheduling conflicts. The second schedule commenced on 23 January 2012 in Mumbai. Padukone dropped out within six days because the film was always being rescheduled.

Race 2's producer Ramesh Taurani released a statement to the media deeming Padukone's behaviour as "unethical, unprofessional and unacceptable". Also, it was reported that Asin was offered the role to replace Padukone, although it has been rumoured that she declined the offer, thus avoiding any controversies regarding her and Kapoor. However, Padukone and Taurani agreed on a settlement after much negotiation and the filming continued as planned. Fernandez, Abraham and Padukone joined the cast in May at Istanbul for the third schedule. On 7 October 2012, shooting was completed. The Mardan Palace in Turkey was the setting for many scenes where it was shown as the home of Padukone and Abraham's characters.