Professor Vidyashanker Pandey (Shivaji Satam) gets a job as a lecturer in a Mumbai College. He shifts to the city with his wife Sarita (Shama Deshpande) and kid Surya (Master Rohan). Soon after moving in, the family realizes that their area is controlled by underworld gangster Raja (Sanjay Dutt) and his group of goons. Raja works for Vikram (Aditya Panscholi), who has sent his baby sister Pinky (Baby Komal) to a boardig school. Pandey wants to keep his family away from Raja and his group. However, the young Surya gets close to Raja. The boy even refuses to identify Raja as the killer in a murder he had witnessed. Thereafter the bond between Raja and Surya strengthens, much to the dismay of Pandey and his wife. Surya grows up (Inder Kumar) and is an integral part of Raja's group. In college, Surya falls in love with Kiran, who is Vikram's grown-up sister Pinky. Even as Surya manages to win over Kiran's heart, Vikram fixes her marriage with one of his friends. This alliance has Raja's blessings as well. When Raja finds out Kiran is Surya's love, he asks Surya to forget Kiran. Surya refuses to accept this and taunts Raja of never having loved anyone. As his close friend surya turns into an enemy, Raja remembers his past. Raja was in love with Rani (Manisha Koirala), who was a hotel dancer and supports her drunkard father Shiv Kumar (Arun Bakshi). Raja got a job as a security officer in a hotel run by Vikram. Manmohan (Gulshan Grover) supplied women to other countries and wanted Rani for this purpose. When Vikram refuses to help him, Manmohan 'buys' Rani from her father. Raja tries to save Rani, but is shot at. When Rani sees this, she kills herself. In a fit of rage, Raja kills Manmohan and starts his career in crime with Vikram. Raja realizes the intensity of Surya's love for Kiran. Even as he contemplates helping them out, one of his cronies helps Surya elope with Kiran. In the resulting war between Vikram's and Raja's men, many lives are lost. Raja finally decides to get Surya and Kiran married. As the marriage takes place, Raja gets into a full-fledged fight with Vikram and his men to stop them from interfering with the marriage. Vikram and Raja eventually kill each other.