Two men were critically injured while fixing a car beside the Princes Freeway at Altona North on Wednesday night.

Police say the pair were working on a broken-down Mustang in the freeway emergency lane between Williamstown and Millers roads about 9.50pm.

A Victoria Police spokesman said a silver Mercedes Benz SUV entered the emergency lane and slammed into the rear of the Mustang.

“The Mustang crashed into the rear of a ute which was parked in front of it and pinned both men by their legs,” the spokesman said.

A Maribyrnong man, 65, and Melton West man, 58, were taken to hospital with life-threatening injuries.

The Mercedes driver, a 55-year-old Albanvale man, was taken to hospital with minor injuries.

Any witnesses or anyone with dash cam footage should  contact Crime Stoppers on 1800 333 000.