escape from custody "despite warning" while Aangre eventually succumbs to his wounds, as the credits roll. Cast Amitabh Bachchan as DCP Officer Anant Kumar Shrivastava, Jaya's husband Akshay Kumar as Senior Inspector Shekhar Verma Tusshar Kapoor as Sub-Inspector Ashwin Gupte Ajay Devgn as Yashwant Aangre Aishwarya Rai Bachchan as Mahalakshmi Atul Kulkarni as Dr. Iqbal Ansari Kamlesh Sawant as Constable Kamlesh Sawant D. Santosh as Constable Gajanan Mhatre Sabyasachi Chakrabarty as Deodhar Prakash Raj as Corrupt Additional Commissioner of Police Officer Shrikant Naidu Prasanna Ketkar as Constable Ghorpade from Chandangarh Yusuf Hussain as Police Commissioner Tanuja as Dr. Iqbal Ansari's mother Jaya Prada as Jaya Shrivastava, Anant's wife Vivek Vaswani as a smuggler Ashwini Kalsekar as Kamlesh's wife in a special appearance Abir Goswami as a photographer in a friendly appearance Lara Dutta as an item dancer in "Aisa Jadoo" Firoz Ali as a Student in Police Academy Production The film's co-writer Sridhar Raghavan, knew Santoshi, who wanted to make a cop film with Amitabh Bachchan, through Anjum Rajabali. During their meet, Raghavan narrated a script to Santoshi about cops, which he liked. Raghavan said: "We kept that as a base and started working afresh, collaborating, writing, rewriting." They created a character for Bachchan, inspired by Zanjeer in the "21st century situation". Budget Khakee was made with an estimated production budget of making it one of the most expensive Hindi films at that point. Casting Amitabh Bachchan was the first person to be cast in the film. Akshaye Khanna was supposed to play the role of Sub-Inspector Ashwin Gupte, and Ajay Devgn was offered the role of Senior Inspector Shekhar Verma. While Khanna walked out, Devgn was chosen to play the villain, Yashwant Aangre, making it his second film as an antagonist after the 2002 thriller Deewangee. Later, Tusshar Kapoor was signed for the role of Ashwin Gupte. Lara Dutta was also signed for an item number "Aisa Jadoo". After several actresses rejected, the role of Mahalakshmi, Aishwarya Rai was finalized for the part. Akshay Kumar, who was signed to play Shekhar Verma, worked with Amitabh Bachchan for the third time after Ek Rishtaa: The Bond of Love and Aankhen. Filming The film was shot in various parts of Maharashtra, including Mumbai and Nashik. The fictional city of "Nairoli" shown in the film is actually the city of Apta near Panvel. The railway station of Apta was rechristened as Nairoli