Producer: Rakesh Roshan 
Director: Rakesh Roshan 
Cast: Shah Rukh Khan, Salman Khan, Mamta kulkarni, Kajol, Amrish Puri
Music: Rajesh Roshan

At some unspecified time in the past in Rajasthan, Thakur Durjan Singh (Amrish Puri) and his men brutally murder Durga's (Raakhee) sons, Karan (Salman Khan) and Arjun (Shah Rukh Khan). The evil Thakur had earlier killed their father and grandfather and appropriated the family's ancestral property. Near mad with grief, the widow wails and bangs her head before the idol of Goddess Kali, begging the deity to give her sons back to her.

The deity responds to Durga's faith and heartrending pleas. The two sons are reborn as Ajay (Salman Khan) and Vijay (Shah Rukh Khan) to different mothers. Ajay grows up to become a street fighter while Vijay turns out a superb horse rider and a crack shot with the catapult.

The plot sickens when Durjan Singh becomes an illegal arms smuggler in partnership with Mr Saxena (Ranjeet), whose daughter Sonia (Kajol) loves Vijay though she is supposed to marry Durjan's equally villainous son Suraj (Aasif Sheikh).

Ajay, after a tortured childhood and the death of his drunkard father, lives alone in the basti with Bindiya (Mamta Kulkarni) his childhood companion who is in love with him. Ajay does not respond to her advances and is only interested in being a good fighter.

Matters take a serious turn when Suraj sees Sonia in Vijay's arms and sets the stable on fire, injuring Vijay's foster father Pestonjee (Dinesh Hingoo). In a fit of anger Vijay gatecrashes into Sonia and Suraj's engagement party and beats up Suraj. Sonia's father, who has hired Ajay as a strong-arm, sets him on Vijay. Ajay and Vijay, not knowing their past, fight against each other, putting Durga's dream into jeopardy. Durga prays once again to the Goddess and only a bolt of lightning stops the brothers from killing each other.

Sonia is taken away to Durjan Singh's haveli in the desert to be married off to Suraj. The news reaches Vijay and he goes after her. As he reaches the land where Durga waits for her sons, the past-life memory flashes that used to haunt him since childhood lead him to his mother Durga. And in the end the sons unite with their mother to fight with the evil gang.