Adil Khan (Arjun Rampal), a highly decorated police officer is posted to Nandighat, after a horrifying massacre of 84 policemen. Within days, he discovers that the Maoists, led by the ruthless and charismatic Rajan (Manoj Bajpai), effectively control the area. They are able to swiftly thwart Adil's most determined efforts. Despite holding a position of enormous power as the SP of Nandighat, Adil has never felt so helpless in his career.

But then, into his life, re-enters Kabir (Abhay Deol). Rootless, aimless, the quintessential rolling stone. His only anchor in life has always been his friendship with and his loyalty for Adil. The maverick proposes an outrageous plan: He will infiltrate Rajan's group and be Adil's informer, and together they will smash the Maoist organization in Nandighat. In spite of his apprehensions, Adil agrees.

Sure enough, Kabir gets in and craftily wins their confidence, as only he can. He secretly begins informing Adil, who starts attacking the Maoists with great success. An enormous cache of arms is raided; two top national leaders and 63 activists are killed at an arms-training camp, and Rajan himself are captured. Within weeks, Adil-Kabir turn the game, pushing the Maoists onto the back foot.

But Kabir also begins discovering a different reality: The abject helplessness of the rural poor, brutally displaced in the name of development, the fruits of which never reach them; their land, their forest, their water snatched by their own government to allow big business to exploit the area and its people further. As the poverty and desperation rise, so does a cry of anger, giving birth to the Naxalite who believes the only way to counter this is with a gun.

Kabir also can't help getting close to the activists. and he begins identifying with them: Rajan; Babu; Venu; and Juhi (Anjali Patil), a dedicated revolutionary with a tender heart, who has seen pain like none other. She begins to fall in love with Kabir. The confusion in Kabir's heart intensifies dangerously until he is on the horns of a ghastly dilemma: Who does he support now? Who does he fight? He finds himself in a chakravyuh from which there is no retreat now.

And yet, before Kabir can make one last desperate attempt to resolve this with his friend Adil, events hurtle him into making choices that would put him at war with him. A war that would change the future of the region. A war that can end only when one of them destroys the other.