The film is set in 1856 on the eve of the Indian rebellion of 1857. The British are about to annex the Indian State of Awadh (also spelled Oudh). The daily life of two wealthy men who are devoted to chess is presented against the background of scheming officials of the British East India Company, the history of its relations with the Indian ruler of Awadh, and the ruler's devotion both to his religious practice and the pursuit of pleasure. the Indian princely state of Awadh (whose capital is Lucknow) and its Nawab, Wajid Ali Shah (Amjad Khan). He lives with the Queen (Veena), Mother of Wajid Ali Shah. Awadh is rich and prosperous. The population is satisfied and have a large disposable income.Wajid Ali is a languid artist and poet (Dresses up like Krishna, composes his own songs, praising himself, and has 400 concubines and 29 Muta (enjoyment wives)), no longer in command of events and unable to effectively oppose the British demand for his throne. Wajid was not interested in ruling his kingdom but loved his crown none-the-less. Lord Dalhousie had his eyes on the Kingdom of Awadh and wanted to swallow it within the British empire. He also already swallowed Punjab, Burma, Nagpur, Satara and Jhansi. Historically Awadh's ruler Shuja-Ud-Daulah allowed the Brits in for trading. Eventually the Brits went to war and Awadh lost. But Brits allowed Shuja-Ud-Daulah to keep his crown for a penalty of Rs 50 MM and a promise to fund Brit wars, as and when needed.General James Outram (Richard Attenborough) is plotting against Wajid at the behest of Dalhousie. The role of Captain Weston (Tom Alter), Outram's aide De camp, so British in his ways, but in love with Urdu poetry, is also worth noting. Outram declares Wajid to be an incompetent ruler and gets Weston to support him by promising a plum position post the takeover.Parallel to this wider drama is the personal (and humorous) tale of two rich, indolent noblemen of this kingdom, Mirza Sajjad Ali (Sanjeev Kumar) and Mir Roshan Ali (Saeed Jaffrey). Inseparable friends, the two nobles are passionately obsessed with the game of Shatranj (chess). Munshi Nandlal (David Abraham) reaches out to both nobles and tells them that a British takeover of Awadh is imminent. Brits are bringing railways and wireless to India to speed up transportation and establish control over all of India. Mirza and Mir think this is only another ploy for the Brits to demand more money from the King.Both effectively neglect their wives (Khurshid (Shabana Azmi), Mirza's wife & Nafisa (Farida Jalal), Mir's wife). Khurshid is angry that Mirza won't spend time with her even though he is at home. She also curses Mir, that his wife is having an affair and yet he spends all of his time with Mirza. Khurshid wants to have sex with Mirza and calls his away from his game with Mir. But Mirza can only think about his unfinished game and goes back to Mir, after failing to perform in bed with Khurshid. She thinks that Mirza doesn't love her. In retaliation Khurshid steals Mirza's chess pieces. Hirya (Leela Mishra), Khurshid's maid helps her in this.Meanwhile on 31st Jan 1986, Dalhousie makes his moves and issues orders for the takeover of Awadh, from Calcutta. Outram delivers the orders to Prime Minister "Madar-Ud-Daula" (Victor Banerjee). The orders are justified by the "misrule" of Awadh by the King and include taking Wajid's title away from him. The orders are backed by the British armies at Cawnpore, who are straining at the least to be let lose against Awadh. Meanwhile Mir and Mirza are dying to play chess and decide to borrow pieces from their lawyer Abbajani (Bhudo Advani). But when they get to his house, they realize he is on his death bed, and quietly make their exit. It is Friday and the market is closed.PM delivers the news of the takeover to Wajid. The nobles decide to play chess with condiments and vegetables as their pieces, much to the disappointment of Khurshid. She throws the pieces back at Mirza. Mirza decides to play at Mir's going forward.Now Wajid is distraught at losing his titles and laments that he got rid of his formidable army at the insistence of the Brit officials a few years ago. Wajid contemplates his position (The Brits have an earlier treaty with Awadh in which they explicitly agree to let the King remain on the throne) and refuses to vacate the throne. The Brits, including Outram, know of the treaty and feel Wajid is entitled to challenge this forced abdication of the throne. Outram knows that a 100,000 pounds a month is generous compensation, but Wajid may decide to fight the abdication. Wajid has 5 days to respond and Outram is worried that there has been no response yet.Outram decides to meet the Queen mother. Meanwhile Mir's wife Nafisa is worried that Mir is playing chess with Mirza at home. Her lover is Aqueel (Farooq Sheikh). Mir catches them red-handed when he enters Nafisa's room, but they are able to convince him that Aqueel is hiding from the King's army, as they are forcibly taking youth to fight against the British. Queen mother refuses the compensation and demands justice for Wajid. She says she will advise Wajid to fight for his throne.The 2 nobles fail to fight the takeover of their kingdom by the East India Company. Instead, they escape their harangued wives and responsibilities, fleeing from Lucknow to play chess in a tiny village untouched by greater events. they are trying to find an abandoned mosque, where they can play in peace, but can't find it. They are invited to rest at the house of poor farmer.Ray's basic theme in the film is the message that the self-centered nature, detachment and cowardice of India's ruling classes catalyzed the annexation of Awadh by a handful of British officials. Wajid meanwhile agrees to meet Outram at 8 am the following morning. Outram presses Wajid to sign the new treaty. Wajid is willing to give up his crown, but refuses to sign the new treaty, which he feels is unjust. Meanwhile the chess match rages on and Mirza is losing for a change. He blames the mosquitoes for distracting him. Mirza then dawns on Mir that Nafisa is cheating on him, to throw him off his game.In the last scene, after which Mir shoots at Mirza and complains out loud "(If you die) I won't have a partner to play chess with", Mirza responds to him "but you have one in front of you!" (thus, making him understand that he forgives him). He finally concludes that "after nightfall, we will go back home. We both need darkness to hide our faces."