Ajay Shashtri (Ajay Devgan) is an unemployed, honest graduate who dreams of joining the police force. His father, Prof. Raghuvansh Shastri (Mohan Aghashe) is a highly-principled and moralistic man . An ex-school teacher and Gandhi follower, now a social activist, Prof. Shastri expects his son to follow in his steps and believe in his ideals and values. When his father's ideals start clashing with Ajay's dreams of becoming a police officer, a rift between father and son emerges.
Ajay bribes higher officials to get his name on the Police Force list and, along with his friend(Ayub Khan), he gets Rs. 5 Lac loan as well. When things go awry, Ajay and his friend decide to kidnap a Government Official to repay the amount. Despite all this, Ajay loves Megha (Bipasha Basu), a smart and educated girl, who is also in love with him, but their worlds are far apart.
The kidnap goes awry at the last minute. It turns out the official is in fact one of Tabrez Alam's men (Nana Patekar), a powerful and influential minority leader. Tabrez runs a parallel government; an empire which lives off money and fear and one which Tabrez has under his thumb with the help of his right-hand man; Gaya Singh (Yashpal Sharma). Murders, extortion, bribery, rape and, above all, kidnappings are just some of the illegal activities that are conducted by Tabrez.
In a chance encounter, Ajay kills Gaya Singh, but instead of fleeing from Tabrez he asks him to take him into his gang. Tabrez sees potential in Ajay and soon Ajay starts running Tabrez's entire empire. He takes Ajay in like a son and places him higher than his own brother Usmaan (Mukul Nag).
Ajay thinks he is on his way to become the next Tabrez Alam; swimming in power, Ajay becomes the city's next gangster and, under Tabrez's authority, the head of Bihar's most successful kidnapping trade. Then comes the moment when Ajay realises that the path he is treading will not make him happy. He then is backstabbed by Tabrez, after Tabrez finds out that Ajay is not happy with him and his business. Tabrez puts Ajay in jail and reaches a high political position by bribing another MLA. He goes to gloat in front of Ajay at the jail, but Ajay has a gun hidden with him and shoots Tabrez after they converse for a while, in return Tabrez's men shoot Ajay and the film ends.