The plot concerns playboy Virendra Pratap Singh aka Vir. A clause in the will of his wealthy father forces him to enter a military academy in order to inherit. Vir's repeated attempts to get himself discharged are foiled by Major Jasbir Singh Rana. Then Virendra falls in love with Nisha, the sister of a gangster named Shankar. Shankar wants Nisha to marry the son of his friend Parshuram Bihari and hatches a plot to separate the couple, by pretending to accept Vir, however soon beats him up badly and attempts to break both his arms and legs. Major Jasbir then begins training Vir to regain his strength to fight those who wronged him and win Nisha back.

Ajay Devgn as Virendra Pratap Singh aka 'Veer'
Amitabh Bachchan as Maj. Jasbir Singh Rana
Sonali Bendre as Nisha
Nafisa Ali as Dr. Priya Rana
Ashish Vidhyarthi as Shankar
Mohan Joshi as Parshuram Bihari
Shahbaaz Khan as Vicky
Naveen Nischol as Brig. Satish Khurana
Mushtaq Khan as Hanuman Prasad
Avtar Gill as Commissioner of Police
Dinesh Hingoo Special Appearance as Jai Singhaniya (Virendra's solicitor)
Kulbhushan Kharbanda as Raja Thakur (guest appearance)
Siddharth Ray
Jasbir Thandi as Cadet Amrik singh
Pradeep Rawat as Subeidar Singh