Arun is a rich college student. He is of laidback and carefree nature. But at the same time, he is also very good in his studies and tops in his class every time. Once, he was surprised to find himself coming second in class. The top ranker is a new student, Lilly Fernandes (Ranjeeta). Amar initially feels jealous and tries to pull her down whenever he finds a chance, but becomes her admirer after a poetry competition where she defeats him. Through a series of incidents, Arun and Lilly come closer and fall in love. Even the rich-poor class divide accepts defeat in front of their strong bond. But one day, Lilly realises she has blood cancer, and has only a few days of life left. What will Arun do? Will he leave her? Or, will he sit by her side till her last breath?