Karan (Sohail Khan) and Bindiya (Nauheed Cyrusi) are childhood friends and live with Karan's brother Arjun Rana (Sunny Deol). Karan's feelings for Bindiya are more than just of a friend, however she is unaware of his feelings and falls in love with a sweet boy named Saahil (John Abraham) gradually. When Karan find this out, he warns Sahil to stay away from Bindiya but he doesn't and makes a love letter for her .The next day Karan sees the letter and tears it apart then Karan's friend Rony (Apoorva Agnihotri) humiliates him about falling in love with Bindiya and being so poor. So Saahil gets angry and tries to kill himself. However, when Sahil's brother Sanju (Sunil Shetty), who is a car mechanic finds him unconscious and badly wounded, he cannot control his anger and goes looking for Rony. However, when Sanju gets to the college he sees Karan sitting down, wearing Rony's Jacket with his name on the back, starts beating him up in public. Karan is hospitalised when Sanju finds out that he has beaten Karan and not Rony. Arjun, a very powerful & wealthy communist and gangster, wants to avenge Sanju for badly beating up his brother. However, Arjun is unaware of Bindiya's feelings for Saahil and Karan's for Bindiya. Saahil advises Sanju to give up his violent ways. Sanju hands himself to Arjun and gets badly beaten up by him. Saahil apologizes to Sanju and decides to leave Bindiya.

One month later, Saahil starts working in a cafe. Bindiya tries to meet Saahil everyday but Saahil escapes every time. But soon Bindiya and Saahil fall in love again. Sanju also approves her. Meanwhile, Karan returns from hospital and decides to meet Arjun and tell him about his love. Arjun is happy to know that Karan is in love with Bindiya. That night, Rony challenges Saahil for a fight. Saahil beats up Rony brutally. Meanwhile, Karan proposes to Bindiya. She tells him that she considers Karan as a best friend but loves Saahil. Karan becomes furious. After beating Rony, Saahil takes his gun to kill Karan. Sanju enters Arjun's bungalow to tell Arjun about Karan's reality. He beats up all his goons. Arjun can't control and starts beating Sanju. But Rony comes to Sanju's aid and tells Arjun about Karan's reality. Karan's love turns to obsession and forces Bindiya to marry him on the spot. But Saahil reaches there. A dangerous fight ensues between Saahil and Karan. Karan hits Saahil repeatedly with an iron rod in the face and makes him unconscious. Arjun comes there to rescue Bindiya and talk to Karan. Karan shoots Sanju's arm. Saahil regains consciousness. Karan is just about to shoot Bindiya and Saahil but Bindiya tells Karan that she hates him because of his actions. Arjun shoots Karan with tears on his eyes. Karan dies on the spot. Arjun takes Karan's body to the church and is heartbroken. Saahil, Bindiya and Sanju apologise to and pacify Arjun saying that he was not wrong.

• Sunny Deol as Arjun Rana, a wealthy gangster who was adopted by Suraj Rana.
• Sunil Shetty as Sanju Mishra, a mechanic that watches over his own society.
• Sohail Khan as Karan Rana, Arjun's younger brother who is madly in love with Bindiya.
• John Abraham as Saahil Mishra, Sanju's sweet younger brother who is in love with Bindiya.
• Nauheed Cyrusi as Bindiya, Karan's childhood friend who loves Saahil.
• Apoorva Agnihotri as Ronny D'Souza, Karan's best friend who bullies Saahil about his background.
• Vrajesh Hirjee as Brij, Saahil's friend
• Hemant Birje as Anees, Arjun's bodyguard
• Raj Zutshi as Montu, Sanju's friend
• Suresh Chatwal
• Avtar Gill as Gani Chacha
• Razzak Khan as Javed aka Pilot
• Vishwajeet Pradhan as a Police Inspector Kadam