Car thief Kip Raines works with his gang to steal 50 high-end cars for Raymond Calitri, a British gangster in
Long Beach, California. After stealing a
Porsche 996 from a showroom, Kip unwittingly leads the police to his crew's warehouse, forcing the thieves to flee. Detectives Castlebeck and Drycoff impound the stolen cars and open an investigation. Atley Jackson, Calitri's associate, reaches out to Kip's brother Randall "Memphis" Raines, a notorious but reformed car thief. Memphis meets with Calitri, who has kidnapped Kip and plans to kill him in a
car crusher. In exchange for Kip's freedom, Memphis must steal the 50 cars within 72 hours; if he fails to deliver the cars on time, or if he and Kip try to flee, Kip, Memphis, and their mother will be killed. Memphis visits his mentor Otto Halliwell, and they assemble a crew of old associates: Donny Astricky, now a driving instructor; Sphinx, a mute mortician; and Sara "Sway" Wayland, a mechanic and bartender. Kip and his crew volunteer to help, and the group tracks down the cars, giving each a code name; Memphis insists on saving a 1967
Ford Shelby GT500, dubbed "
Eleanor"—which he has attempted to steal before—for last. While scouting the cars, he and Kip narrowly avoid being killed by a rival gang led by Johnny B. Hoping to deliver the cars before they can be traced, the crew plans to steal every car in one night. Castlebeck and Drycoff learn that Kip bribed a
Mercedes dealership employee to order laser-cut
transponder keys, enabling the detectives to
stakeout the Mercedes cars on the crew's list. A member of Kip's crew impulsively steals a
Cadillac Eldorado not on the list, and the crew discovers a stash of heroin in the trunk. Castlebeck arrives, forcing the crew to distract him while they dispose of the drugs. He leaves, having ascertained that the heist is happening that night. The crew sets their heist in motion, stealing the various cars and delivering them to Atley on the docks. As they prepare to use the transponder keys to steal the Mercedes cars, Memphis spots Castlebeck and Drycoff watching from a surveillance van. Abandoning the cars under surveillance, the crew breaks into the police impound lot, distracting the guard and stealing the Mercedes cars originally stolen by Kip's crew; the plan is hampered temporarily when Otto's dog eats and eventually passes, the keys. Memphis and Sway rekindle their past romance while stealing a
Lamborghini Diablo. Castlebeck and Drycoff return to the warehouse seized from Kip's crew. Having found pieces of a broken
blacklight lamp, the detectives discover the crew's original list of 50 cars written in UV-sensitive paint. With too many cars to track, Castlebeck focuses on the Shelby GT500, knowing Memphis will steal it last, and determines its location. When the crew steals a
Cadillac Escalade, security is alerted, and Toby, the youngest member, is shot during the pursuit. Memphis steals Eleanor just as the detectives arrive and leads police on a chase through the city and into a
shipyard. Reaching the
Vincent Thomas Bridge, blocked by an accident, Memphis jumps Eleanor off the ramp of a tow truck and lands on the other side, evading Castlebeck, Drycoff,
LAPD, and
CHP that had surrounded him. Memphis arrives at Calitri's
junkyard 12 minutes late, and Calitri refuses to accept the slightly damaged Shelby, ordering his men to crush the car and kill Memphis. Kip and Atley use the junkyard crane to knock out the henchmen, and Memphis charges at Calitri in his warehouse as the detectives arrive. As Castlebeck enters, Calitri prepares to shoot him, but Memphis kicks Calitri over a railing to his death. A grateful Castlebeck lets Memphis go free, and Memphis tells him where to find the container ship full of stolen cars. The crew celebrates with a barbecue, and Kip reveals that he has bought Memphis a dilapidated 1967 Shelby GT500 which Memphis also calls "Eleanor", which Otto promises to restore. Memphis invites Sway on a ride, but the car breaks down just as they drive away. ==Cast==