- Modern adaptation of Charles Dickens' Great Expectations; a poor but talented boy falls in love with a girl from an affluent family.
- A poor but talented Kashmiri boy Noor, is hired as a stable-keeper by Begum. He is deeply infatuated with her daughter Firdaus. Begum notices his actions and sends Firdaus to London. She asks Noor to become successful in order to win Firdaus' love. When he grows up, he becomes one of the most successful young artist of India. But Begum has another plans to demolish his desires.
- Noor Nizami (Aditya Roy Kapur), a 13-year-old Kashmiri schoolboy from a lower-middle-class family, works as a part-time errand boy in order to earn some pocket money. One night, Noor is ambushed by a wounded man named Moazzam, who forces Noor to bring him food and water. Noor does what he is told and does not report Moazzam to his sister Ruksar and her husband Junaid (with whom Noor lives) or to the authorities. Noor gives shelter to Moazzam in his own room. But eventually, the army closes in, forcing a wounded Moazzam to escape.
Noor's employer is Begum Hazrat Jahaan (Tabu), a rich widow who lives in perpetual mourning and never leaves her sprawling but run-down mansion. She therefore needs an errand boy to do the shopping, go to the post office, the bank and so forth, and for this she employs Noor, the son of a respectable but poor family. Noor was introduced to Begum by Junaid, who used to work at the Begum's mansion repairing the roof. In addition, Noor also cares for the horses in Begum's stables.
Noor becomes infatuated with Hazrat's daughter, Firdaus (Katrina Kaif), who is the same age as him. Hazrat notices this and disapproves of her daughter being so friendly with an errand boy. Nevertheless, Noor and Firdaus grow closer until Hazrat sends her abroad to a posh boarding school, insulting and taunting Noor as she breaks the news. Hazrat tells Noor to become something in his life before he dreams of being together with Firdaus. Meanwhile, it is revealed that Hazrat had been left heartbroken in her youth by her lover, presumably Firdaus's father. Ruksana is killed in a terrorist attack, leaving Noor traumatized.
Ten years later, Noor is a grown-up young man with artistic talent. He wants to go to a prestigious art school in Delhi but lacks money. He suddenly receives a scholarship to attend the same art school, sponsored by an anonymous benefactor who has seen his work at a patrons' symposium organized by the school. He moves to Delhi, where he encounters Firdaus and Hazrat. Noor's mentor at the school is Leena Becker (Lara Dutta). Leena says that she wants to display Noor's work at the India Art Symposium in 6 weeks. Noor's work at the exhibition is a hit and he starts rising in the art circles.
Due to several coincidences, Noor begins to believe that it is Hazrat who is paying for him to go to art school. By this time, Firdaus is engaged to Bilal (Rahul Bhat), a Pakistani diplomat. However, there is an immediate rapport between her and Noor even after so many years.
Noor's feelings for Firdaus have not changed, and they begin a friendship, which evolves into a relationship. Noor shows Firdaus his private art collection, which is completely inspired by Firdaus' memories and his vision for her. Firdaus tries to resist, but eventually gives in to Noor's passion and they have sex. But the next day, Firdaus returns to Kashmir to be with Hazrat. Noor follows Firdaus to Kashmir and goes to Hazrat's mansion.
Hazrat habitually treats Noor like an underling or errand boy, and after she observes the rapport, she makes her behavior towards him even more peremptory and insulting. This is acceptable to Noor, who thinks that beneath her tough exterior, she is actually his patroness.
Hazrat sees that Noor is now a successful artist who moves in posh circles, and she slowly begins to realize her mistake, but she is still adamant that Firdaus should marry Bilal. A flashback of Hazrat and her lover, Mufti (Akshay Oberoi) (who was from a poor background), who left her pregnant and ran away with all her jewels, indicates why she is so adamant that her daughter should treat Noor with maximal wariness and marry Bilal, the conventional, safe choice.
Noor travels for an art show in London, where he finds out that his art scholarship was actually sponsored by Moazzam (Ajay Devgn), a Kashmiri terrorist who he had saved when he was young, and not by Hazrat. Noor is deeply alarmed to distress on realizing that he is merely a pawn in Moazzam's scheme but is even more shocked and upset as it dawns on him how Hazrat has been playing him all along.
Noor confronts her; she denies manipulating him and bursts into a fit of rage, where she rants about her former lover Mufti. Noor realizes that she has been seeking redemption by transposing her desire for vengeance against Mufti towards him by tormenting him and plotting to destroy him; she cannot bear to see other young people happy, not even her own daughter. Noor goes back to the gallery and burns his artwork, which was related to the memory of Firdaus. Another flashback shows that in fact, she lost her baby and Firdaus is her adopted daughter. She wakes up from that semi-dream distraught at what Noor has said about her bitter and diseased inner self and she then commits suicide.
At her funeral, a grieving Firdaus (who remains engaged to Bilal, and still intends to marry him, as per Hazrat's ardent desire) opens the pendant which Hazrat always wore around her neck. She is astonished to find inside it a picture of a happy young couple: Mufti and Hazrat. She realizes that Hazrat has never been able to get over her love for Mufti, despite the fact that he was a horrendous fraudster. Firdaus suddenly realizes that she herself will never be able to get over her love for Noor, who genuinely loves her and is an honest and good man. With this realization, Firdaus decides to break her engagement with Bilal and spend her life with Noor.
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