Crime is at its highest peak in Mumbai with it split in three ways. Walia (Jackie Shroff) has one-third, Manik Rao (Manoj Joshi) has one-third and Pathan (Irfaan Khan) has a third of the territory. The crime rate rises with more smuggling, trading and illegal activities soaring. Meanwhile, the CBI work constantly to stop this.
Inspector Vikram Singh (Shatrughan Sinha) is a disgrace to the police force and tends to handle the easy jobs. Appa Kadam (Sunil Shetty) is an encounter specialist who goes after the henchmen instead of the bosses; he is married to Janki (Preeti Jhangiani) and they have a son. Constable Khaled Ansari (Paresh Rawal) is a happy-go-lucky cop. The three men's and the whole CBI's fate changes with the arrival of their new boss.
DCP Hari Om Patnaik (Akshay Kumar) arrives and realises that the CBI are not serious and that no one is following the rules and regulations. Hari has a girlfriend, Kiran (Lara Dutta), whom he promises to marry. He is hesitant about his promotion but learns to accept it. He witnesses the way the others treat the henchmen and orders them to be released. But during an encounter the henchmen kill Khaled, making Vikram seek revenge.
He decides to join Hari and help him clear the city starting with Yusuf Pathan (Irrfan Khan). Appa joins them and they soon plan to take on Walia and his gang. During the climax Appa dies in a trap set by a corrupt officer (Ajinkya Dev). Vikram and Hari manage to capture Walia, Manik and Roshni for their crimes, and Mumbai is crime-free.