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.