Starring a young Felicity Kendal, Shashi Kapoor and Madhur Jaffrey, the film's inspiration lies behind the real-life adventures of Felicity Kendal's family as a traveling theatre troupe in India during the twilight days of English colonial rule. They try to uphold British tradition by staging Shakespeare plays, but are unable to compete with the wildly popular Bollywood film industry. The film also traces the developing relationship between the young ingenue Lizzie (Felicity Kendal), with Sanju (Shashi Kapoor). a wealthy Indian playboy. But their romance is beset by hindrances, not the least being the machinations of Manjula (Madhur Jaffrey), a fiery Indian film star, who is also in love with Sanju.