This is an epic tale of friendship, love, loss and betrayal set against the backdrop of the Indian Sepoy Mutiny of 1857. British colonial rulers are plundering the country treating the wealth unjustly and causing widespread resentment. Worst of all they are using the Indians as sepoys, the infantry of the army, to control and regulate population. After a hundred years of subjugation India is awakening to the revolutionary prospect of change and self rule. During a fierce battle in the afghan wars of the mid century, Mangal Pandey, a heroic sepoy, rescues the British commanding officer, William Gordon(Toby Stephens). The event creates a strong friendship and binding loyalty between them that transcends consideration of rank and race. The friendship is soon challenged, first by the arrival of a charming and beautiful young aristocrat, Emily Kent and then by the introduction of controversial new sun cartridges among the troops. The relationship is complicated even further when Gordon saves a beautiful young native girl, Jwala(Amisha Patel),from the funeral pyre of her late husband and falls in love with her.