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Two thieves, Khalujan (Naseeruddin Shah) and Babban (Arshad Warsi), feeling frustrated with the lives they are leading under their ruthless ganglord Mushtaq (Salman Shahid), steal 25 lakhs from him to flee to their home. Being on the run, they seek refuge with an old friend, and instead meet his widow, Krishna (Vidya Balan). With the coming of Khalujan and Babban there is new energy and enthusiasm that enters her life. Krishna`s youthfulness and serenity starts to flower again.