Aspiring model Meghna Mathur (Priyanka Chopra) expresses her wish to go to Mumbai and pursue her dream of becoming a supermodel. Against her dad's wishes, Meghna leaves her house with dreams in her eyes to strike it big in the modeling world. She experiences some major difficulties in her initial days auditioning several times but being rejected. But she gets a good helping hand with an old acquaintance, Rohit (Ashwin Mushran), an aspiring gay designer who assists big shot designer Vinay Khosla (Harsh Chhaya). She keeps bumping into another struggling model, Maanav (Arjan Bajwa) while making the rounds of modeling agencies for auditions.
She visits Rahul Arora's fashion show where she comes face-to-face with reality of the major people in the industry including the reigning supermodel Shonali Gujral (Kangna Ranaut). She is mocked by the show choreographer Christine and is advised to visit hotshot photographer Kartik (Rohit Roy) for her portfolio. To pay Kartik's high fee she attends functions and even shoots for a lingerie advertisement, all the while mentored by another smalltime model Janet (Mugdha Godse). Subsequently, Meghana's lingerie pictures appear on the cover of a magazine found by her relatives. Meghna becomes good friends with Maanav and even starts sharing his apartment after she faces accommodation problems. Meghna is noticed by a top official Anisha Roy (Kitu Gidwani) of a major modeling agency Panache who brings her to her boss, Abhijit Sarin’s (Arbaaz Khan) notice. Abhijit is impressed by her ambitious nature and go-getter attitude. Panache’s face is Shonali but though very successful, her drug abuse starts becoming a problem for her and subsequently for Panache. Just as Abhijit decides to put Meghna for a fashion show organised by Vinay Khosla a misunderstanding happens which leaves Meghna being replaced in that fashion show. She is left emotional and comforted by Abhijit. Abhijit then decides to terminate Shonali’s contract and ropes in Meghna as Panache's new face. Shonali warns Meghna that she will lose herself just as she did.
Meghna becomes an overnight success which nips the budding relationship between her and Maanav. She also starts having an affair with Abhijit. Meanwhile, Janet grabs an opportunity of being designer Rahul Arora's (Samir Soni) showstopper. Rahul gets worried as his mother becomes increasingly doubtful of his sexual orientation and asks Janet to marry him though he tells her that his relation with his boyfriend will be compromised to some extent. Shonali, on other hand, has a wardrobe malfunction and her career ends. Her drug abuse gets worse and she lands up at a rehab centre. Meanwhile, Meghna becomes pregnant with Abhijit's child and reluctantly has an abortion due to the conditions in the contract. She tells about their relationship to Abhijit's wife and Abhijit terminates Meghna's contract with Panache.
An angered Meghna, unable to believe what happened, resorts to alcohol to relieve herself. She gets into a verbal fight with Janet and on the same night attends a rave party where under the influence of cocaine, she unknowingly ends up having a one night stand. When she comes to her senses, she feels guilty of her act and realises how low she had fallen. She returns to her parents in Chandigarh.
Broken and depressed Meghna lives in Chandigarh for more than a year but she has lost all taste for life including her self-confidence. However, encouraged by her father, she goes back to Mumbai. There she befriends Janet again and models for Rohit's show. However, she freezes on stage and gets negative reviews from the whole industry and media. She visits Maanav to ask forgiveness and learns that he is engaged. Shonali is shown on TV as a highly disturbed alcoholic on the streets. Meghna brings her home and takes it as a challenge to rehabilitate Shonali. She also gets an offer from Rahul to be his showstopper and accepts. One day before the show, Shonali goes missing from Meghna's home. Just before Meghna is to walk the ramp, she gets a call from the police that Shonali has been found dead apparently from a drug overdose. Meghna becomes frigid with sadness, but overcomes the grief and walks on the ramp, which not only revives her career but also heals her self-esteem.
She ultimately acknowledges that her ensuing success is not due to her own efforts to revamp herself, but due to Shonali and Shonali alone, for she was the one who instilled once again her newly found self-confidence and gave her a self-recognition in this so-called glamorous world of fashion. Meghna hence gives up her drinking and smoking habits. The movie ends with Meghna walking the ramp in Paris.