Two brothers Dev and Ajay who are thieves as well as con-men by profession,use to cheat people. Sharmili being also a thief meets Dev and Ajay in a pub, steals their wallets and runs away from there. On the way some goons attack her and then Dev and Ajay appear there and save her. Sharmili being really impressed with Dev's fighting skill and understanding that he is a good human being, falls in love with him. In the meanwhile oneday Dev and Ajay accidentally kill a young man named Mohan Tripathi. This weighs heavily on their minds, so they find out the address of the deceased and travel to his village called Badlapur. They come to know that Mohan went to Mumbai for his further studies for being a doctor. They meet Mohan's father, Dinanath Tripathi, his mother, Sulakshana, a sister, and Mohan's wife, but are unable to tell them the sad news. So they lie and tell the Tripathis that Mohan is alive, and they are his friends. They decide to stick around longer so that they can assist the Tripathis. In this village Ajay meets Mansi, a village girl, and they both fall in love with each other. Sharmili also reaches at the village-Badlapur chasing her love interest, Dev. Dev also starts loving Sharmili. Dev and Ajay come to know that this village is being terrorized by a tyrant land-owner named Bhanu Pratap Singh and his men. Bhanu Pratap wants to seize the lands of the poor villagers at any cost, so that he can start building on it. With the course of the story it is revealed that Bhanu Pratap brutally killed his honest elder brother as well as the original land-owner of this village Thakur Suraj Pratap Singh and his wife to seize all the "zamindari" in the past. Dev and Ajay start opposing Bhanu Pratap and his men. Meanwhile Mohan's wife who is pregnant with Mohan's child, had died during her labour pain because there is no hospital at that village, and the doctor from the other village came late. That time Dev and Ajay reveal the truth of Mohan's death in front of everyone and also confess that they were responsible for his accidental death. Then Dinanath drives them away from the village but they stay there and save the villagers from Bhanu Pratap's torture. Then Bhanu Pratap finds out with the help of Lala Wajanlal, a greedy money-lender that Ajay has vices of drinking and gambling — and he decides to exploit this in order to separate the two brothers, He creates differences and bitterness between Dev and Ajay and starts taking advantage of the situation. Ajay succumbs to his temptation to gamble and starts losing money. Shortly thereafter he has lost all his money. Humiliated, he steals some gold bangles belonging to the Tripathis and sells them, so that he can continue playing. Dev finds out about this theft, and thus begins the rift between the two brothers that Bhanu has been waiting for. But later it is revealed that Ajay's transformation was a master plan schemed by both Dev and Ajay to deceive Bhanu Pratap and to get money from him by winning his confidence, so that they can use the money in building a hospital in the village which was Dinanath's dream too. When Bhanu Pratap comes to know about their conspiracy, he attacks them and Dinanath's family with his goons. They fight with the goons, save Dinanath and his family, specially Dinanath's daughter and the poor villagers.Meanwhile Bhanu Pratap reveals the fact in front of everyone that Mohan was not accidentally killed by Dev and Ajay, it was he who intentionally killed Mohan by hitting him by his car. Dev ends it up by killing Bhanu Pratap. Finally they all get united and the movie ends on a happy note.