The film is set during the period of growing influence of the Indian independence movement in the British Raj. It begins with the arrival in India of a British woman, Miss Adela Quested (Judy Davis), who is joining her fiancé, a city magistrate named Ronny Heaslop (Nigel Havers). She and Ronny’s mother, Mrs. Moore (Peggy Ashcroft), befriend an Indian doctor, Aziz H. Ahmed (Victor Banerjee).

Academy Award-honoree Peter O’Toole stars in this musical classic about a prim English schoolmaster who learns to show his compassion through the help of an outgoing showgirl. O’Toole, who received his fourth Oscar-nomination for this performance, is joined by ’60s pop star Petula Clark and fellow Oscar-nominee Michael Redgrave.