The 1942 bombing of Rangoon displaces thousands of Indians. Among the refugees travelling to Bengal are Shanti and her father. Shanti has disguised herself as a man to avoid getting molested. One day she pleads for water from the other refugees. Only a man called Manoj agrees to help them. They travel together for some time, having many adventures on the way. When Manoj realises that Shanti is actually a woman, the two fall in love. One day Manoj sets out to find transport for Shanti’s father who has an injured leg. He tries to steal a wagon from some gypsies but is caught by a gypsy woman Mahua. Mahua instantly takes a liking to Manoj and disguises him as a gypsy. They are captured by the Prince of that territory and taken away to the palace.
Meanwhile, Shanti encounters the Prince when he is out on a hunting expedition. The Prince falls head-over-heels for Shanti and wishes to marry her. The only obstacle in his path is Shanti’s continuing affection for Manoj. Manoj initially suspects that Shanti has betrayed him when he sees her in the palace. This is soon resolved, however, when he meets her in the guise of a gypsy.
Manoj presents himself in his true identity to the Prince. The Prince pretends to arrange a wedding for Shanti and Manoj but secretly plots to kill him via poison. His devious plan goes awry when the poison is ingested by Shanti’s father instead. When Manoj goes to find a cure, the Prince’s men attack him and leave him for dead. Shanti’s father tragically passes away for lack of an antidote. Shanti is unable to bear the shock of these two deaths and falls down the stairs. As a result of her psychological trauma she loses her memory. The Prince takes advantage of this to convince her that her name is actually Shabnam and they are slated to be married.
Manoj, meanwhile is rescued and revived to health by Mahua. Mahua genuinely loves Manoj but he cannot forget Shanti. When they go back to the palace he is shocked to find a brainwashed Shanti who cannot recognise him. But when he re-enacts some scenes of their past during a gypsy dance performance Shanti starts to remember him. Manoj tries to rescue Shanti from the grasp of the Prince. When they are discovered, Shanti agrees to marry the Prince in lieu of his life. Manoj seeks help from the army stationed there and convinces them to assist him. The army and the Prince’s men have a confrontation on the day of the Prince and Shanti’s wedding. When Shanti resists the Prince’s attempts to marry her he tries to escape with her through an underground tunnel. Mahua confronts them in an attempt to save Shanti but is fatally wounded by the Prince. Manoj gives chase to the absconding villain. After a thrilling fight in the mountains the Prince suffers a horrid death in a quicksand. Manoj and Shanti are finally united.