The roguish yet charming Captain Jack Sparrow's (Johnny Depp) idyllic pirate life capsizes after his nemesis, the wily Captain Barbossa (Geoffrey Rush) steals his ship, the Black Pearl, and later attacks the town of Port Royal, kidnapping the governor's beautiful daughter Elizabeth (Keira Knightley). In a gallant attempt to rescue her and recapture the Black Pearl, Elizabeth's childhood friend Will Turner (Orlando Bloom) joins forces with Jack. What Will doesn't know is that a cursed treasure has doomed Barbossa and his crew to live forever as the undead.

CG (Ajay Devgan) is the man who started with nothing and now believes that only money can fuel his ambition. While Guruji (Jawed Sheikh), to the manor born, believes that wealth means nothing if not used for the good of society. Caught in the tussle between the two is the unworldly, Jaidev Vardahn (Shahid Kapoor) who while respecting his father's philosophy, falls hook, line and sinker for CG's gift-edged dreams. WHile Guruji hopes that Jai will return to his roots. CG uses the glamorous Natasha (Bipasha Basu) to bewitch Jai and an unscrupulous politician, to exploit the tribals into selling their lands. Madhavi (Amrita Rao) watches the man she loves being trapped in a world of wine, women and wealth.