It is the year 1857, a large part of the Indian subcontinent is under the control of the British East India Company. The private company has its own administration, laws and its own army, which controls the fate of 20% of world's humanity. On 7 April, in Barrackpore in West Bengal, Mangal Pandey (Aamir Khan), a Sepoy (soldier of Indian origin) in the 34th Bengal Native Infantry of the company's army, is being led to his execution by hanging for fomenting mutiny against company rule. Witnessing the execution is Pandey's friend, Captain William Gordon (Toby Stephens), who is relieved when the execution is delayed due to the hangman's refusal to hang Pandey. Gordon knows that he is responsible for the upcoming wars between India and the British Empire. The film then flashes back to four years earlier. While fighting in Afghanistan, Pandey saves Gordon's life by dragging him to safety when the two were targeted by Afghan snipers. Afterwards, Gordon seeks out Pandey at a camp and offers him his pistol as a token of gratitude. 4 years later (31 December 1856), during the New Year Eve's ball at the Governor General's palace in Calcutta, Pandey angers Captain Hewson (Ben Nealon) when he attempts to stop him from severely beating an Indian servant for inadvertently touching Emily Kent (Coral Beed), the daughter of Mr. Graham Kent (Kenneth Cranham), an influential British businessman. Gordon witnesses the assault but does not stop it leading to tension with Pandey. However, he apologizes to Pandey during a wrestling match and a friendship is formed between them transcending rank, color and race. Gordon even participates with Pandey to sabotage Hewson's horse-riding gear, which leads to Hewson falling on his back in a comic fashion. Officer Lockwood (Simon Chandler) is the company auditor who has been sent from England specifically to look into the company's affairs in India, and investigate the charges of corruption and wrong doing. Company's biggest business in India is opium. Company forces Indian farmers to grow Opium and pay them a pittance for it. They would sell this Opium in China at inflated prices and buy spices and silks from them. When the Emperor of China resisted, the company attacked China and wrested Hing Kong from them, using Indian soldiers for the battle. Lockwood raids the warehouse of a Parsi trader Sohrabjee (Sohrab Ardeshir) and finds stacks of privately purchased Opium ready to be shipped to China. Sohrabjee tries to Lockwood out with a bribe of 3000 pounds. But Lockwood burns the entire stock of Opium since the Company has a monopoly on the opium trade in India. The farmers who sold the Opium to Sohrabjee (under orders from Company officers), their lands are confiscated, and when they protest, the army fires on them and sets their village on fire. Meanwhile, the installation of communication wires all over the country have enabled telegraph services, which allows the East India Company to move troops to the troubled regions quickly, and before the situation gets out of hand. The company then introduces a new weapon in January 1857 for its troops: the Enfield rifled musket. Rumors spread among the Sepoy that the paper cartridges holding the powder and ball for the rifle are greased with either pig fat or beef tallow; the process of loading the rifle requires the soldier to bite down on the cartridge, and the soldiers believe that this would cause them to consume pork or beef - acts abhorrent to Muslim and Hindu soldiers, respectively, for religious reasons. A low-caste laborer named Nainsukh (Atul Kumar) teases Pandey, a Brahmin, that he has lost his caste by using such a gun, but Pandey dismisses Nainsukh's taunts. The Sepoy, led by Pandey, express their concerns to General Hearsey (Jeremy Clyde), but he reassures them that no such cartridge exists. The Sepoy remain concerned when they are asked to test-fire the new rifle at musketry drill, but Gordon, after talking to Hearsey, reiterates that no such cartridge exists and asks a Sepoy to test-fire the rifle. Pandey volunteers, and his fellow Sepoy chastise him afterward. However, demonstrating his trust in Gordon, he states his belief that the rumors are untrue. Meanwhile, Gordon stops a Sati ceremony from occurring and rescues a widow, Jwala (Ameesha Patel). Jwala says that she was forcefully married to a 60-year-old man, who had grown children. The Sarpanch demands that Gordon return Jwala, but he refuses. Gordon arranges for her to be treated, and the two gradually become closer, eventually having an affair. Pandey sides with Gordon on the matter, earning the ire of his community. Pandey further earns Captain Hewson's ire by stopping him from trying to sexually assault a prostitute named Heera (Rani Mukerji), who was sold to a brothel run by Lol Bibi (Kirron Kher) exclusively for British soldiers. While slavery was banned in Britain, the company allowed it in India, as it was a means of entertainment for the white soldiers and this way the army remained free of any serious diseases. Pandey suffers a serious beating from Hewson and three other officers the next day, but Gordon intervenes and saves Pandey. Pandey meets Heera at the brothel afterwards, and they begin to fall in love with each other. Sometime later, Nainsukh takes Pandey and some other Sepoy to see the factory, owned by Mr. Kent, where the cartridge grease is made; indeed, the grease turns out to be pig fat and beef tallow. Pandey, believing Gordon lied to him, returns Gordon's pistol, and ends their friendship. Hearing of the 34th Regiment's refusal to use the rifles, the 19th Regiment at Berhampore also refuses to use them in a parade at the ground on 12 February 1857, and mutiny brews among the Sepoy. Gordon unsuccessfully attempts to dissuade Pandey and the mutineers from rebelling and is likewise unsuccessful at convincing Major General George Anson (Christopher Adamson), the Commander-in-Chief, India, to abandon using the cartridges. The mutineers, meanwhile, meet with Tatya Tope (Deepraj Rana) and his messenger Azimullah (Shahbaz Khan) and they all agree to unite under the leadership of the elderly Mughal emperor Bahadur Shah Zafar (Habib Tanvir) and rise in rebellion. Anson decides to send the Queen's Regiment from Rangoon to intercept and subdue the rebels; it is scheduled to arrive in Berhampore on 1 April. Heera informs Pandey of this plan, having spent the previous night with Hewson. The rebels revise their timetable to march on 30 March, but the wife of one of the rebels, angry at her husband after an argument in which he tells her of the impending revolt, informs her British employer woman of the plans. As the employer woman is having an affair with Hewson at the time, he overhears the conversation and later tortures the rebel into revealing the date of the march. On 29 March, the mutineers are informed of the Rangoon Regiment's arrival. Pandey attempts to rally them into fending off the attack, and when the officers, including Gordon, inquire as to what they are doing, the rebels turn on them. With the regiment's arrival, the mutineers want to throw down their weapons; Pandey, however, fires at the opposing forces, killing two and injuring four. Later on, he was court-martialed, and Gordon testified on his behalf, passionately defending his actions and warning of bloody rebellion if he is hanged. Despite Gordon's warning, the court-martial imposes a death sentence on Pandey. The night before Pandey's execution, Heera visits him in his jail cell and has him place Sindoor on her forehead, marking their marriage. The next day (on 8 April), in front of Gordon, the British officers, his fellow Sepoy, and the townspeople, Pandey is hanged. Inspired by his execution, the spectators break out in revolt. The film ends with drawings of the Indian Rebellion of 1857, and footage of the later Indian independence movement.
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