Rajiv (Shahid Kapoor) wants to be one of the popular kids of his college. However, due to the lack of a girlfriend, Danny (Shabhi) and Javed (Kapil Jhaveri) mock him and his best friend Mambo. Javed and Danny plan a trip to Alibagh and invite Rajiv and Mambo only on condition that they come along with girls. Rajiv decides to ask Payal (Amrita Rao), his reserved childhood friend to become his girlfriend and tells her that he's in love with her. He does that only for the trip as he doesn't believe in love and serious relationships. Payal returns her "feelings" and agrees, as she has been in love with him since their school days. Both of them start spending time with each other and Rajiv gets to know that Payal really loves him. Then comes the time for the trip and by some persuasion, Payal is allowed by her father to go. Both of them accompany Danny, Javed and their girlfriends and stay at Danny's beach house; however, Rajiv's drink is laced by Danny and, being intoxicated, he behaves badly with Payal. Payal realizes that Rajiv doesn't love her and slaps him. After the midnight picnic incident,Danny and Javed's girlfriends try to clear misunderstanding by making Payal understand that Danny was the reason for Rajiv's misbehavior at drunken state,so Rajiv wasn't at fault. Rajiv doesn't accept her apology and asks her to kiss him in front of everyone. Payal refuses saying that she doesn't need to prove her love by doing such a cheap act.Their relationship falls apart and Rajiv challenges that he'll have the most beautiful girlfriend of the college. Rajiv's best friend Mambo(Vishal Malhotra),who was in support of Rajiv and Payal's friendly relation, does not like this and insists that he gets back with Payal. But Rajiv rebukes him.