It is the year 1857. The British are plundering the resources of their Indian subjects, who have reached their breaking point. Soldier Mangal Pandey (Aamir Khan) leads an uprising against India's imperialist occupiers - events the British call a mutiny and the Indians call a war for independence. Throughout the violent events, Mangal maintains a friendship with Capt. William Gordon (Toby Stephens), who sympathizes with India's subjugated citizens and obeys his conscience.