The story begins with Prof Verma who had a happy family, but lost everything when one day while he was with his son on an outing, some gangsters came and fired on the road, where his son fell prey to their shots and got hit and died. It gave a huge blow to the family, his wife Shobha (Soni Razdar) left him, by saying him Coward. He teaches on an cottage, where he meets Pooja (Pooja Bhatt) who is the daughter of a gang leader. Mac (Markhand deshpande) threatens the prof to come and meet his gang Lord veljhi Bhai (Paresh Rawal) who refuse to meet him and in turn when Mac comes in the college campus, gets beaten up by the professor (Naseerudi Shah) Veljhi meets Professor verma at his place, who sees him without any fear in his eyes. Veljhi leaves and gets impressed by him. Meanwhile Jimmy (Gulshan Grover), another gangster and kills Veljhi Bhai's close associate. In answer to that Velji's froms into a 5 star swimming pool where Jimmy's brother is shot and hanged naked. Jimmy in rage swears to do the same to Veljhi's daughter Pooja, Calls and threatens Veljhi. Veljhi keeps Pooja in house arrest. Prof Verma took a liking for Pooja as his daughter, comes to meet her & promises Velji bhai to help her daughter speak without stuttering.Pooja listens to what Prof Verma says and gets alight.Meanwhile Prof Verma sets up a meeting between the gang leaders for reconcilation. They hugged in front of Prof Verma but had their respective motive alive. Prof Verma asks VAljhi bhia to let Pooja send youth for sival on bangalore, he agrees and instruct Mac to follow her, as her bodyguard. In the tour Pooja falls in love with Karan, so does Karan. Sweety (Sushaita Mukherjee) allures Mac, for a good time, to make him a part of their man. Post function Prof Verma, makes Velji take a vow, not to touch his gun He agrees. Mac abducts Pooja and Jimmys gang member, gange in fight smoke out and Prof Verma gets shoot. He recuperates and Valji Bhai ask him to come at his place for function. Kaluba (Maushtaq) kills all the abductions except one of Pooja. who barges in the function Prof Verma saves him from Valjhi Bhai & takes him to Jimmy and threatens him with dire consequences, if he tries to have Pooja. veljhi Bhai seeing trouble decides to get his daughter engaged to an American groom. Karan confesses his love for his daughter, her engagement party, sin supports them Vejhi throws them out. He decides to take Pooja to America, Sir elopes with Pooja N Karan with Viplane from the airport. to the safety of his wife's place & ask her to inform the DCP, who in turn informs Jummy about their hideout. shobha dies while saving sir , sir fights with Jimmy, and forgives him. Vajhi reaches Jimmy fixes and Maljhi gets Shah and Jimmy dies with police shoot. In the end Karan marries Pooja & Veljhi Surrender's himself to the police.