A young girl Lolita (Vidya Balan), orphaned at an early age is sent to live with her Uncle's family, where destiny introduces her to a young boy: Shekhar (Saif Ali Khan), a budding musician, son of an affluent businessman. Together through childhood and adolescence, Shekhar and Lolita share joys and sorrows, fond memories and bittersweet experiences... and unknown to them a relationship of deep friendship and trust takes place. It is an unspoken right they hold over each other that metamorphoses into a love so intense; they do not even see it coming. It takes the arrival of an outsider Girish (Sanjay Dutt) for them to discover their true feelings for each other. The chemistry between Lolita and Shekhar sizzles and sparkles until it explodes. But fate has something else in store for them. Greed, deception and malicious intents are waiting to plague Lolita and Shekhar's deep and innocent love. Events twists and turn beyond their control, spin around them in a maze of misunderstandings and exploding tempers... till even their love cannot stop them from being torn apart.