Arjun (Aftab Shivdasani) is a dear friend of brothers Shekhar Shrivastav (Rahul Dev) and Raghu Shrivastav (newcomer Emraan Hashmi). Arjun and Raghu share a special bond - they both are 'khasamkhas yaars'. In their childhood, Raghu had stabbed the killer of Arjun's father and helped him to elope to Delhi. Years later, Arjun who now works as an estate agent is sought out by Inspector Singh (Anoop Soni) to help him in his mission to nab the two Shrivastav brothers who have now grown up into Mumbai's drug dealers. Singh feels that Arjun can infiltrate into the gang and help the cops reach the drug Kingpin, Shaikh (Irfaan Khan). Arjun takes up the offer in the hope of rehabilitating his friends. Everything goes as per plan till one day during dealing; Singh's associate tries to do an 'encounter' of the two brothers. Raghu starts smelling foul. Shaikh in the meanwhile informs Shekhar about Arjun's hand-in-glove-with-the-cops mission. Now, it's up to Shekhar to decide how to save his own skin. He tells Raghu about Arjun's truth and asks him to bump him off. Raghu fails and so Shekhar decides to kill his own brother instead. A 'bloody' climax follows in which Shekhar too dies and Arjun despite all the battering manages to survive clutching childhood memories. Sanjana (Bipasha Basu), Shirvastavs' sister and Arjun's girlfriend and a teacher (Aparna Tilak) who wants to reform the ruffians through her English-speaking classes (since when has English-speaking become the sole criterion for good behaviour). She's also Raghu's sweetheart.