Lizzie (Felicity Kendal) is an actress in a Shakespearean theater troupe that has seen better days. The troupe tours India to dwindling crowds who are less interested in all things British in the wake of Indian independence. When she has an affair with the Indian playboy Sanju (Shashi Kapoor), Lizzie feels the wrath of her disapproving father Tony (Geoffrey Kendal) and her mother Carla (Laura Liddell). Madhur Jaffrey plays the role of the Indian actress Manjula in this romantic drama with musical score from Satyajit Ray.