Aaftab (Ajay Devgan ) and Dhananjay (Saif Ali Khan) are two step brothers who meet for the first time. Each one has a selfish approach to life; Aaftab is a petty smuggler, specializing in smuggling goods across the Rajasthan border into Pakistan whilst Dhananjay is a corporate yuppy from the city, with a high-flying lifestyle. Aaftab is in love with Rukshana (Manisha Koirala), but is rejected by her family because he is illegitimate. Dhananjay is dating Ragini (Namrata Shirodkar) and has his father's death to contend with.

When the brothers meet for the first time, they instantly loathe each other, having nothing in common. One night, Aaftab blows up a loaded truck while trying to steal from it and attracts a mass of unwanted enforcers. Soon, Aaftab is forced to send Dhananjay into a trap, but ends up with them both being handcuffed and escaping from the Border Security Force, the Central Bureau of Investigation, and the border mafia who are attempting to incriminate the brothers for anti-national activities and a murder. They escape on foot, in motorbikes, cars, stolen trucks and Aaftab is tied to the undercarriage of a moving goods train. They run into difficult circumstances on the run, not in the least made better by their hatred for each other. Despite their initial differences, the two gradually learn to like and understand each other, eventually proving their innocence.

The climax of this film was shot around Jaisalmer, especially in Kuldhara, the deserted village of Paliwal Brahmins.