A young man named Satya comes to Mumbai from South India in search of a job. Jailed for something he did not do, the once-honest young man meets an underworld boss, Bhiku Mhatre in jail and joins his gang.
The story of Sukhadi, a twelve-year-old Adivasi girl who makes a daily trip to a sleepy railway station to fetch water. This banal activity is transformed into an adventure by her chance meeting with Zainaab, a beautiful and mysterious, thirteen-year-old gypsy girl. Zainaab challenges Sukhadi to jump on to the old-fashioned narrow gauge train that takes holiday makers to Matheran on top of the mountain.