Daya Shankar (Amrish Puri) adopts his best friend's (Mohan Joshi) son Amar (Saif Ali Khan), after the death of Amar's father. Amar secretly loves Amrish Puri's beautiful daughter Pooja (Madhuri Dixit) who has been his childhood friend.

But Pooja loves Vijay (Akshay Kumar) a pilot. Pooja rejects Amar's proposal and confesses about her feelings for Vijay. Amar, being her true friend, helps bring the lovers together by giving Vijay a job in his firm.

Vijay gets killed when his plane crashes. Pooja is distraught as she is pregnant. Amar once again comes to her rescue and marries her. But a happy ending is foiled when Vijay resurfaces. The movie then goes through sensational twist of events and ends in a nerve-shattering climax!

Filmed in exotic locales, this movie boasts of mesmerizing music by Anu Malik. Filled with scintillating dances from the top choreographers like Rekha Chinni Prakash and Saroj Khan, this is a must-see for Akshay and Madhuri fans.