The simple guy Raja Mishra (Saif Ali Khan) is a Brahmin living in Uttar Pradesh with his family. Raja strongly believes in honesty and he has his guts rolled upon his sleeves. All goes well in his life, until he becomes a part of a marriage procession in order to save himself from the goons, who chase him. Raja meets the bride's cousin Rudra Tripathi (Jimmy Shergill) at the wedding and both of them turn the best friends within no time. At the wedding venue, Raja overhears a secrete plan of some goons to assassinate the entire family of Rudra. Lallan Tiwary (Chunky Pandey) is the leader of the goons' gang. Within a fraction of seconds, Raja rushes to inform Rudra's family about the plan of goons, but the goons attack at the same time. However, Raja along with Rudra sweep away the goons by firing bullets. The mastermind behind this dreaded attack is Akhandvir Singh, a local biggie who attempts to seize the village lands for making money through bad ways. Followed by this, Raja and Rudra get arrested for the firing. Post this, Rudra's uncle (Sharat Saxena) falls dead at the hands of these goons. This incident forces Raja and Rudra to show their dark side to the world by being powerful gangsters. Both of them attain praise from the youth over their good deeds. For taking revenge of uncle's death, Raja and Rudra achieves support from the dominant local politician Ram Shukla (Raj Babbar).

Post shaking hands with Shukla, Raja and Rudra keep on committing some illegal works for him. One day, Shukla asks both of them to join with Saxena (Gulshan Grover), who is a wealthy businessman in the city, so that Raja and Rudra can achieve more power in the society. Raja and Rudra join hands with Saxena, but a verbal dispute takes a serious turn raising the temper of both the buddies. This compels them to attack Saxena and take some money from him as well as physically hurting him. As a revenge of this huge insult, Saxena plans to destroy Raja and Rudra and hence, he does murder of Rudra at the hands of his powerful man Sumer (Ravi Kishan). When Raja sees Rudra breathing his last breaths, Raja decides to tear down the one, who is responsible for Rudra's death and this incident sharpens the dark yet logical side of Raja, thereby taking the story further.