Khalujan (Naseeruddin Shah) and his nephew Babban (Arshad Warsi), a thief duo, pose as a Nawab and his attendant, and manage to run away with a prized necklace from a jewellery shop. In the police chase they get separated, while Khalujaan is hurt. Months later Babban traces Khalujan again, this time posing a nawab, at poetry contest. It is a mushaira organized by Begum Para (Madhuri Dixit), the widowed Begum of Mahmudabad as per the wishes of his deceased husband. The winner would win the Begum as bride and in turn become the Nawab of Mahudabad. However, by the opening night, Babban traces Khalujaan. Soon he falls in love with Begum Para''s assistant, Muniya (Huma Qureshi), while Khalujaan has his heart set on Begum herself. Gradually the story progress a plot to kidnap the Begum is revealed. To complicate the matters there is another suitor in the fray, a local MLA-gangster Jaan Mohammed (Vijay Raaz), who posing as a poet, making a poet Nawab Italwi (Manoj Pahwa) write poetry for him in captivity.