Ali Ramani (Arbaaz Khan) and Abbas Ramani (Sanjay Kapoor) are two arm dealers. They work for Pakistan ISI along with their girl friend Laila (Isha Koppikar). They held 230 tourists as hostage on Elphinstone jail Resort. They have planned a dangerous mission of poisoning all drinking water resources of Mumbai with help of a scientists Gopal (Chunkey Pandey). Gopal had prepared a virus for the same and they blackmail Chief Minister that if he doesn't give them millions of rupees and an assured escape route from India they will fire the virus through missile all over lakes of Mumbai. CM appoints CBI Officer Aakram Shaikh (Sunil Shetty) to capture the three terrorists. Aakram seeks help from an ex-terrorist Rachit (Ajay Devgan) who is currently in jail. Government allows Aakram to take his help as he is the former team member of Ramani brother's and also had managed to escape from the Elphistone jail earlier, the only one to do so in the history of this jail. He has a romantic past too. The memories of his love Sapna (Neha Dhupia - debut) makes him violent. Rest of the story is how Aakram, Rachit and a team of commandos with Rahul (Aahish Chaudhary) beat the baddies and save Mumbai with Hollywood style action scenes.