- Akshay Kumar .... Badshah/Babu Lohar
- Karisma Kapoor .... Sapna
- Shilpa Shetty .... Mamta
- Mohnish Bahl.... Aditya Oberoi
- Ashutosh Rana .... Abdul
- Ashish Vidyarthi .... Inspector Pradhan
- Johnny Lever .... Bajrangi
- Aditya Kapadia .... Raju
- Shakti Kapoor .... Sultan
- Kader Khan .... Special Appearance
Orphaned when his mother dies of hunger, Babu (Akshay Kumar) is corrupted by Sultan, an ambitious criminal mastermind. He grows up to become "Badshah", a professional criminal working for Sultan. The story starts with Badshah and Abdul robbing a jewelry store and being followed by the police. The police lost track of them. The next day Badshah sees Sapna (Karishma Kapoor) singing and dancing for money. Badshah realizes about her ripped clothes and she says that he was the first person to realize that. Inspector Pradhan comes to Badshah and tells him that he knows that Badshah did the robbery last night. Badshah and Abdul go to exchange stuff with other people and the police interrupts. Badshah and Abdul leave and get into an accident as well as the police officer did. Badshah helps Pradhan, but Pradhan tries to put him under arrest. The car explodes and Badshah is injured.
Sapna finds Badshah injured on the river and takes him to her home.Abdul takes the bullet out of Badshah's arm with wine and knife. Sapna looks after Badshah and cures him.Sapna sleeps next to Badshah and her Mama comes and see Badshah on the bed.He doubts Sapna and asks her about him.Sapna argues and tells him. Abdul tells Badshah to rest and Sapna's Mama comes and tells her that he knows a job that she can do to get more money.When she goes there,the man rips her clothes and Badshah comes and saves her.Badshah tells Sapna everything and tells her that she probably hates him which didn't make any difference to her because she was lonely too. Badshah makes another deal with the same person, but he was working with the police which made Abdul arrested. Badshah jumped and got away. Pradhan tried to beat out answers from Abdul.Meanwhile,the people and Sapna's Mama were talking about what her relationship with Badshah is. Badshah comes and says to Sapna that they will get married the next day.
While waiting for Badshah to come,Badshah chases after the person he was dealing with and tries to kill him. He runs away when the police comes. Sapna was being laughed because she hasn't gotten married. Badshah finds a baby who was lost from its parents because of a train accident. The baby cathes a fever and Badshah goes to Sapna for help and Sapna mistakenly think that he was already married. Badshah raises that baby and takes care of it when he realizes how important that baby is to him. He makes steel and works hard to earn money and raise the baby. He calls himself Babu Lohar. He takes care of the baby and becomes its mother and father. He names the baby Raju and he doesn't want the baby to end up as him. 7 years later Abdul is released from prison and Raju goes to school.Babu doesn't want any rich people to ruin his son and when he finds a new job,Abdul sees him.Babu talks to Abdul and goes to Sultan telling him to leave him alone.Abdul has Sapna try to kill Babu and Sapna hears the talk going between Mamta and Babu.She cries and realizes she was wrong.Meantime,the police comes and says that Raju has to go to his real parents.Raju doesn't like it and goes back to Babu,but Sultan's men capture Raju.
Babu goes to save Raju and Raju gets bitten by 2 dogs.Babu frees himself and saves Raju.He kills Abdul and Sultan.The story ends when Raju and Babu hug and decide to live together with Raju's real parents.
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