Vishal (Ajay Devgan), a stock analyst, and his wife Swati (Urmila Matondkar). The two are in search for a flat in Mumbai. Vishal finds the perfect place on the 12th floor of a high-rise apartment building. However, the apartment has a horrifying past. The previous occupant of the flat, a young woman had killed her child and jumped from the balcony and died. Swati learns about this incident shortly after moving in and becomes oddly fixated with the story. Then, a series of inexplicable experiences drive Swati to near madness. Vishal becomes helpless and convinced his wife has developed some sort of psychological disorder. He consults a psychiatrist, Dr. Rajan (Victor Banerjee). The couple's maid (Seema Biswas) believes Swati to be possessed, and calls in an exorcist (Rekha). Meanwhile, other seemingly unrelated events take place around the building. The watchman (Sabeer Masani) is being terrorized, one of the residents Sanjay (Fardeen Khan) is behaving erratically, and a murder occurs. Inspector Liaqat Quereshi (Nana Patekar) is sent to investigate the murder at the building. All the while, neither the psychiatrist nor the exorcist makes much progress with Swat。1924年,北大历史系考古专业学生方生应在新疆当地方官的叔父方四爷的邀请,从北平来到西域新疆,想探寻在大漠黄沙下沉睡了百年的古城遗址的秘密。 然而令方生意想不到的是方四爷竟然与洋人勾结,用国宝文物与洋人交换枪支、鸦片,激起民愤。以罗汉、红妹子为首的民众专门与方四爷作对,客栈老板娘田嫂的丈夫就是在帮洋人寻找文物的过程中被洋人害死的。方生了解真相后,毅然反对方四爷,并说服红妹子和罗汉帮助自己阻止方四爷和洋人斯坦利找到古城遗址。 为报杀夫之仇,方嫂答应带方四爷和斯坦利寻找古城。在沙漠中,田嫂将队伍所带的水放尽,将马群赶散,然后自杀,使斯坦利和方四爷被困在沙漠中,一场黑风暴将他们和千年古国永远埋在了黄沙中。在与方四爷厮杀的过程中,罗汉及弟兄们与方四爷同归于尽。风暴过后,方生注视着那一片波动起伏的沙漠思绪万千……。