Sharda (Raakhee) is happily married in a rich aristocratic household to Thakur Pratap Singh (Dalip Tahil) and is the mother to two young boys. Thakur Pratap Singh's father shows mercy to his nephews Bhishamber (Amrish Puri) and Bhanu (Paresh Rawal) after they serve jail time for siphoning the family wealth and stealing within the household and whiling away their time - drinking and gambling. Sr. Thakur (Lahiri Singh) is tricked into signing a will that deprives his son, daughter-in-law and two children from the ancestral wealth and the right to even live in the manor's premises.

Sr. Thakur is then killed off in a car bomb and when Thakur Pratap Singh refuses to bow down to cruel Bhishamber Nath after finding out their masterplan and after his wife is humiliated publicly by then, he is severely beaten up, stabbed brutally, and left on a nearby railway track to be cut to pieces by the next passing train, leaving behind his widowed wife Sharda, and two young sons, Ram and Lakhan. Sharda who witnesses the whole scene vows to avenge the death of her husband, and hopes she will achieve this by visiting the temple everyday - praying for justice. She talks about the day when her sons grow up and ultimately destroy their father's assailants, and it is then and then only will she disperse her husband's ashes.

The evil duo Bhishamber and Bhanu exploit and enjoy the family's riches. Those sons grow into the upstanding police officer Ram (Jackie Shroff) and the easily tempted dreamer, smart talker and street procession dancer Lakhan (Anil Kapoor). If the family is to be avenged, Ram will have to lead his brother away from the path of corruption he's strayed onto to make quick money and protect him from the influence of Bhanu and Bhishamber.

Years later, Ram is now the Police Inspector and is a major obstacle in Bhishamber's illegal activities while Lakhan is the fun-loving, wanna be quick millionaire, precocious young man, still living in his brother's shadow and mother's love for him. Ram also has an affair with the Commissioner's daughter, Geeta (Dimple Kapadia) and is constantly teased by his younger brother for not coming out in the open with it.

When Lakhan finds out that there is a big reward for the capture and arrest of notorious gangster Kesariya Vilayti, he single-handedly captures him and claims the reward. Thinking police work is quite simple and easy, he applies for the job, completes his training and also becomes a police inspector like his brother. He also seeks to use this to woo his childhood sweetheart Radha (Madhuri Dixit) and deal with her stingy, eccentric but easily fooled and well-meaning father Deodhar Shastri (Anupam Kher).

Satisfied that her sons have chosen the right path, Sharda goes on a religious pilgrimage to pray for their unity.