The two main characters in the film are the principal of Gurukul Narayan Shankar (Amitabh Bachchan) and music teacher Raj Aryan (Shah Rukh Khan). Narayan Shankar is a strict disciplinarian as a principal who does not allow any change and fun and love is a taboo. No one dares to challenge the rules and regulations set up by Narayan Shankar. On the other hand Raj Aryan, who is appointed as a music teacher in Gurukul, believes only in love and wants to make changes in this school. From day one when he comes he starts breaking the rules and regulations.

Apart from the above two characters there are three young couples in the film. The three students of Gurukul who are very close buddies are a cool and flirtish Vicky (Uday Chopra), a simple and boy-next-door Sameer (Jugal Hansraj) and a very practical Karan (Jimmy Shergil). Life changes when Vicky falls in love with rich and spoil brat Ishita (Shamita Shetty) and Sameer is in love with his childhood friend sweet and bubbly Sanjana (Kim Sharma) and Karan falls in love a shy widow Kiran (Preeti Jhangiani).

As love is a no-no in Gurukul, the boys have a very tough time but things change when Raj comes and supports these three boys. This enrages Narayan Shankar and starts the conflict between the two. The conflict reaches its peak when Narayan Shankar comes to know that Raj is the same person whom he had rusticated years ago when Raj dared to love his daughter Megha (Aishwariya Rai) and later she committed suicide. However in the end love triumphs.

The best part of the film is when the two mega stars Amitabh Bachchan and Shah Rukh Khan come together. It lights up the screen and the audience want to see more of them. Amitabh Bachchan in the role of Narayan Shankar is at his best. He looks every inch of the character he portrays -- those intense looks, anger on his face and no inclination towards love. This is his best role which he got after his comeback and has done complete justice to it. One cannot think of anyone who would have portrayed this character in a better way. On the other side Shah Rukh Khan as a middle-aged music teacher is also given excellent performance. In the emotional and light scenes he has given a very controlled performance. Both were too good and both complemented each other very well. But if one needs to compare who was the best then the audience choice goes with Amitabh who get more applause in the theaters. He has even become more popular with the masses after the show Kaun Banega Crorepati.

The newcomers are good but no one is exceptional. However Uday Chopra shows more confidence. Kim Sharma needs a lot of improvement in her dialogue delivery. Aishwariya Rai comes in flashes and looks gorgeous in white and pastel saris. The dialogues of the films are good. Aditya Chopra's directions is also very good. He has taken care of every minute details of the film. Cinematograhy is at its best. The music by Jatin Lalit is great. The basic plot of the conflict between love and fear is good.