Kip Raines (Giovanni Ribisi), an aspiring but hapless car thief in San Francisco, is working with his gang to steal fifty high-end cars for Raymond Calitri (Christopher Eccleston), a British gangster who has taken over organized crime in Long Beach. Calitri’s base is a salvage yard. He also has a passion for woodworking and has built his first coffin, which takes on sinister overtones as Kip’s plans run into serious difficulties.
While stealing a Porsche 996, Kip smashes a window with a brick and later engages in an impromptu street race, and his reckless behavior attracts the attention of the police. Kip and his crew narrowly avoid capture, but are forced to abandon the warehouse and the cars they have stolen so far. Detectives Castlebeck (Delroy Lindo) and Drycoff (Timothy Olyphant) impound the cars and begin an investigation.
Calitri kidnaps Kip and threatens to kill him in a car crusher for failing the job. Calitri’s associate, Atley Jackson (Will Patton) is sympathetic to Kip’s plight, and visits Kip’s older brother, Randall “Memphis” Raines (Nicolas Cage), a former car thief who went straight years before, to explain the situation. Memphis meets with Calitri to negotiate Kip’s release, offering him money, which Calitri refuses. Calitri agrees to release Kip, but only if Memphis steals the fifty cars within 72 hours. If the cars are not delivered on time, Calitri will find and kill Kip.
Memphis visits his mentor Otto Halliwell (Robert Duvall) and they assemble a crew from Memphis’ old associates, all of whom have gone straight since retiring. These include Donny Astricky (Chi McBride), who is now a driving instructor; Sphinx (Vinnie Jones), a mute mortician; and Sara “Sway” Wayland (Angelina Jolie), a mechanic and bartender, who previously had a romantic relationship with Memphis. Kip and his crew also volunteer to help. Knowing the police will be watchful for the thefts, Memphis suggests they steal all the cars within a twelve-hour period. The group starts to identify the target cars, giving each a female name so that they can talk about them without the police catching on. The last car on the list is a 1967 Ford Shelby GT500, dubbed “Eleanor”. Memphis insists on saving this car for last. He has attempted to steal “Eleanor” on several occasions in the past, all of which ended in disaster. (It seems the name refers to the ’67 GT500 in general, rather than this specific example.)
While scouting the car locations, Memphis runs into Castlebeck and Drycoff. While they cannot charge him with any crime, they warn him that they are watching his activities closely, citing that he will be arrested if he commits the slightest violation of the law. The detectives then talk to an informant who tells them that some of Kip’s previous Mercedes heists were accomplished by ordering laser cut transponder keys direct from Hamburg, Germany. They set up stakeouts to watch those cars specifically.
Before the heists begin, a member of Kip’s crew impulsively steals a Cadillac Eldorado that wasn’t on the list, which he found unattended with the keys in it. They open the trunk and find a stash of heroin. While the crew are arguing about what to do with the car, Castlebeck and Drycoff show up. Memphis and the crew try to con the detectives, telling them the car was brought to their shop to be detailed. Castlebeck pretends to fall for this, but after leaving, reveals to Drycoff that he saw a list in the shop of all the police units working that night, proving that the heist is happening and Memphis is involved.
On the night of the heists, most of the initial thefts are successful, with the gang members delivering the cars to Calitri’s dock. When Memphis and others prepare to steal the Mercedes with the transponder keys, Memphis spots Castlebeck and Drycoff watching him from a surveillance van, and has the gang abandon those cars. Instead, they decide to break into the police impound, distract the guard and steal the Mercedes from the original heist. This plan is hampered when Otto’s dog eats the keys to the Mercedes, and the plan is delayed until the dog passes the keys. However, they do eventually succeed.
Another hitch occurs when a member of Kip’s gang, who had been told to stay behind, hides in the van and screws up the theft of a Cadillac Escalade, leading to a brief police chase. He gets injured by gunfire and has to be taken to a hospital. Meanwhile, Memphis and Sway rekindle their relationship while stealing a Plymouth Barracuda.
Castlebeck, furious that he could not catch Memphis in the act, returns to the seized warehouse to search for any more clues. He discovers pieces of a broken blacklight lamp, goes back to the warehouse again with a working blacklight, and discovers the list of fifty cars written in ultraviolet-sensitive paint on the wall. Realizing there are too many cars for them to watch, Castleback focuses on the Shelby GT500, knowing Memphis’ penchant for this car, and its rarity. They check and discover that there is only one ’67 Shelby in the area, registered at the International Towers in Long Beach.
Just as Memphis is about to steal Eleanor, the detectives arrive. Memphis leads them on a dangerous chase through the city and around the docks, involving many police cars and a helicopter. He outruns the helicopter using NOS while driving in the L.A. River. Memphis finally evades the detectives on the Vincent Thomas Bridge, which is blocked by an accident, by jumping Eleanor off the ramp of a tow truck and landing on the other side.
Memphis delivers the damaged car to Calitri, but since Memphis was twelve minutes late and the car is damaged, Calitri refuses to accept it. Calitri then has the Shelby crushed and tells his henchmen to kill Memphis. Meanwhile, Kip and a repentant Atley hijack the junkyard crane and use it to knock out the guards and save Memphis, and force Calitri to flee into his dockside warehouse. Memphis gives chase just as Castlebeck and Drycoff arrive. Memphis and Calitri engage in a game of cat-and-mouse inside the warehouse, and the noise draws the detectives inside.
Just as Calitri has Memphis cornered, Castlebeck appears, confusing Calitri, who then prepares to shoot Castlebeck. While Castlebeck is trying to talk Calitri out of shooting him, Memphis ambushes Calitri and pushes him over a railing, saving Castlebeck. Calitri falls several stories and lands in the coffin meant for Kip or Memphis with the impact killing him instantly. Castlebeck notes that Memphis just saved his life, and decides to let him go instead of arresting him. As he leaves, Memphis tells Castlebeck where to find the container ship full of stolen cars to recover them and arrest Calitri’s now-leaderless crew.
The crew celebrates with a barbecue, and Kip reveals that he has parted out his motorcycle to buy a rusty, dilapidated 1967 Shelby GT500, which he gifts to Memphis as thanks for saving his life. Otto promises to restore the car, but first, Memphis invites Sway to go for a ride. The car breaks down before they get out of the yard.