Varun and Suraj are best friends. But when police inspector Varun arrests Suraj for a crime he didn't commit, it leaves Suraj crestfallen and feeling betrayed. Soon Varun too is framed and imprisoned.

Ballu (Sanjay Dutt), a notorious, cunning, and unscrupulous criminal who's wanted by the police for a plethora of murders and thefts. Bright and ambitious Inspector Ram (Jackie Shroff) finally arrests him, only to have Ballu escape right under his nose. So Ram's lovely girlfriend Ganga (Madhuri Dixit) volunteers to go undercover, to trap Ballu and help restore Ram's reputation. Things get more complicated, however, when Ballu falls for her, and she finds that she isn't entirely immune to his charms.