Arjun Pandit, a Mumbai-based gangster, is madly in love with a model named Nisha. He gets her kidnapped by his men to celebrate her birthday, but she tells him that she hates him. When she tries to marry someone else, Pandit and his henchmen disrupt the wedding and kidnap her, only to let go of her following a car chase. Meanwhile, Pandit's friend Shiva is captured during the chase and arrested, but gets shot in police custody. He reveals Pandit is not what he seems to be and begins telling his backstory.

A flashback showcases Pandit as Arjun Dixit, a peaceful, God-loving professor living in Haridwar, who fell in love with Nisha when she came to his town for researching the Sanskrit language. However, she despises his meekness when he refuses to stand up to Sanjay, the rogue son of a woman MLA, who bullies them both. Nisha challenges Arjun to show his manliness to Sanjay, following which Arjun beats up Sanjay in black-and-blue in public. A vengeful Sanjay and his henchmen attack Arjun while he is with Nisha. The ensuing fight is almost about to end in Arjun getting killed, before Nisha throws a sword and tells him to use it. Arjun ends up killing Sanjay, but when the police arrive, Nisha lies about Arjun killing Sanjay who wanted to apologize to her. Once he is arrested, Nisha testifies against him and reveals she is the sister of Sangeeta Chopra, Arjun's former student who was raped by Sanjay and committed suicide because Arjun could not testify against him since he also threatened to kill Arjun's sister. Arjun regrets it and tries to apologize in vain. However, Sanjay's mother, who denounced his acts, gets Arjun released from prison for doing the right thing, following which he goes to Mumbai in order to meet Nisha. Along with Shiva, he goes to a concert to meet Nisha, where he sees a man talking about her in a vulgar way, and almost beats him to death.

The man he killed turns out to be the brother of a powerful don named Ramu Kaalia, the rival of another criminal named Haldiraam, who gets the brother killed and tells Arjun to kill Kaalia before the latter kills him first, following which Arjun tries to kill Kaalia in a shootout. The attempt fails, but transforms Arjun into a ruthless gangster named "Pandit". Back to the present, as Shiva finishes narrating the backstory, he dies in police custody. The cops arrest Haldiraam based on Shiva's statement but are forced to free him soon. They decide to enlist Nisha's help to convince Arjun to become an approver, but she declines. She gets blamed for transforming Arjun into Pandit, by the cops as well as her photographer friend Imran. Arjun meets Nisha and tells her their marriage is fixed, following which she tells him to meet her in person. She betrays him another time by stabbing him, which enrages and prompts him to kidnap her along with her younger brother whom he threatens to kill if she refuses to marry him, and Nisha finally gives in. Pandit then explains how he could not testify against Sanjay since the latter threatened to harm his sister, similar to how Nisha had to marry him since Pandit threatened to harm her brother. Nisha realizes her wrongdoing and attempts suicide, seeing which Pandit also realizes his ways were wrong, and decides to end their marriage.

Pandit takes Nisha and her father to Siddharth, the man she was getting married to initially, and convinces them to get married. Since he has also decided to renounce the life of crime as he feels purposeless without Nisha, he is attacked by Haldiraam's henchmen and Kaalia who have now joined hands. This results in a violent shootout which shifts to a railway yard, where Pandit eliminates the henchmen one-by-one and later, Kaalia. Pandit learns he has been double-crossed by Haldiraam, while Nisha realizes her love for Pandit who nearly kills Haldiraam, but is convinced not to do so by Nisha as she does not want to be widowed, and intends to use Haldiram as a witness to prove Pandit's innocence. Nisha apologizes and is forgiven by Arjun.

The soundtrack is composed by Dilip Sen-Sameer Sen, and songs are penned by Javed Akhtar. Song Kudiyan Sheher Diyan from these album was recreated for 2017 film Poster Boys.

Suparn Verma of Rediff.com wrote ″Rawail, who displayed excellent cinematic sense in Arjun, does not highlight either his technical finesse or style in this film. The story outdated and the attempted twist in the tale does not work as it is in total variance Nisha's character and convictions.″^[5]

UP gangster Vikas Dubey was reported to be an ardent fan of this movie. He was rumoured to have watched it over 100 times. Inspired by his love for this movie, he had earned the monicker Pandit.^[6]

• Arjun Pandit at IMDb