The film is set in Lucknow and depicts the effect illiteracy has on today's youth, their outlook and their aspirations. The film throws light on the growing ambitions of the youth and how their focus shifts to organized crime with an underlying message that Crime never dies, it just changes faces!!!

Baabarr gets into the crime at the age of 12 due to business rivalry and becomes the uncrowned king of UP. Even politicians of the highest rank succumb to his ways and are fearful of him. Baabarr's love life is Zia played by Urvashi Sharma, plays an important part of his life. During Baabarr stint with the world of crime he is abetted by the police man who leads him on into the dark world of crime. But then light exists along with the dark. Enter S.P. Dwivedi an honest cop who has wowed to rid the society of scum's like Baabarr. Theirs is a cat and mouse chase throughout the film.

The journey of Baabarr from the age of 12 till the age of 32 when he is killed in a Police encounter is eventful where he takes on the Law, his enemies the Administration, all in a breath taking manner with death defying stunts.

Realistically shot, the film is blended with soulful music by Anand Raj Anand and dances which form an inherent part of the narrative. The film shows the historical monuments of Lucknow, the Char Bagh railway station, important areas like Chowk, Hazrat Gunj, Lucknow University,etc. which form an essential part of the story.