Randall "Memphis" Raines (NICOLAS CAGE) is a former car thief who's approached by Atley Jackson (WILL PATTON), a former "business" associate, with news that Raines' younger brother, Kip (GIOVANNI RIBISI), is in deep trouble with Raymond Calitri (CHRISTOPHER ECCLESTON), a notorious English criminal.
It seems that Kip has followed in his big brother's footsteps and, with the aid of his "crew" - Mirror Man (TJ CROSS), Tumbler (SCOTT CAAN), Toby (WILLIAM LEE SCOTT) and Freb (JAMES DUVAL) - promised Calitri they could deliver fifty various cars to him for export to places and people unknown in exchange for a $200,000 payment.
As such, Calitri threatens to kill Kip if Memphis can't boost the cars in the next seventy-two hours. Reluctant but realizing he has no other choice, Memphis agrees. Realizing his options are limited, he goes to see his former mentor, Otto Halliwell (ROBERT DUVALL), who's since gone straight and now refurbishes cars. Upon hearing that Kip's life is at stake, however, Otto agrees and they begin reassembling their old crew.
Among them is Sara "Sway" Wayland (ANGELINA JOLIE), Memphis' former girlfriend who's also since gone straight; Kenny (CHI McBRIDE) who's become a driving instructor; and The Sphinx (VINNIE JONES), a large and mostly mute man. With Memphis as their leader, the team begins staking out the various cars they must steal, but realize they can't tip off Detective Roland Castelbeck (DELROY LINDO) or his partner, Detective Drycoff (TIMOTHY OLYPHANT), who realize the former thieves are up to no good.
Waiting until the last night so as to keep as low a profile as possible, Memphis and his team set out to steal the fifty cars and get them to Calitri before the deadline, all while avoiding the detectives and other police who are soon hot on their tails.