It is 1803, and Sergeant Richard Sharpe has been left for dead in a bizarre massacre in India instigated by a renegade English officer, William Dodd. Fourteen years later, Sharpe is a retired colonel and a celebrated veteran of the Napoleonic Wars, when he is asked by the Duke of Wellington to return to India to find a missing British agent who is investigating a rebellious raja.
Sharpe declines at first, but then he changes his mind on learning that the agent is his old friend Sergeant Major Patrick Harper. Once in India, it is Harper who finds Sharpe, rescuing him during a rebel attack. Later the two feign desertion from the British army in order to join the rebel forces, which are being led by none other than William Dodd.
Dodd and his lover, Madhuvanthi, who is regent for the underage rebellious raja, plan to drive the British out of central India so that they themselves can rule. Their strategy is to delay a British attack by holding the daughter of the commanding general hostage, and then lure the redcoat army into an ingenious, deadly trap.
Only Sharpe can prevent this doomsday scenario from unfolding. But before he can do so, he is betrayed by one of his own men.
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The year is 1803 and Sergeant Richard Sharpe is in India with British troops protecting the interests of the East India Company in its conflict with the Mahratta Empire. However for Sharpe and the soldiers of Chasalgaon Fort, the enemy turns out to be the mysterious Major William Dodd, a British officer who arrives with a small force of redcoats and promptly sets about massacring the entire garrison — all except Sharpe, who is left for dead.
Dodd is a turncoat allied with the Raja of Ferraghur, a local potentate who commands an impregnable fortress. To announce his latest favor for the raja, the clearly psychotic Dodd delivers the head of one of the Chasalgaon officers. A young prince, Khande Rao, opens the bloody package with fascination.
Fourteen years later, Sharpe is a retired colonel from the Napoleonic Wars when he is summoned by his patron, the Duke of Wellington. The duke wants Sharpe to return to India to rescue a missing British agent, who was investigating Khande Rao — now a young man seeking to expel the British, though he is not yet old enough to assume the throne of his deceased father. Ruling as regent for Khande Rao is Madhuvanthi, the favorite consort to the late raja. But the evil genius behind the rebellion is suspected to be Madhuvanthi's lover — none other than William Dodd, now a self-styled general.
Sharpe declines the assignment, until he learns that the missing agent is his old comrade-in-arms Sergeant Major Patrick Harper. On his arrival in India, Sharpe learns first-hand that Dodd is as bloodthirsty as ever and has massacred the unit escorting Celia Burroughs, daughter of the commanding British general, in order to take her hostage.
Meanwhile, Sharpe lucks across Sergeant Major Harper when marauders sent by Dodd are dispersed by the Irish trooper, who appears from nowhere with his seven-barreled musket blazing. Intent on their mission to thwart the rebellion, Sharpe and Harper find that their biggest obstacle is the incompetent command of General Sir Henry Simmerson, who has replaced the gravely ill General Burroughs. The sadistic Sergeant Bickerstaff, who comes to blows with Sharpe, also seems certain to make more trouble.
In order to infiltrate Khande Rao's fortress, Sharpe and Harper pretend to be deserters, joining the raja's army-in-training under the command of French mercenary Colonel Gudin. But first Dodd puts them to a severe test to prove their loyalty. Once established inside the fortress, Sharpe makes contact with Celia and also discovers the trap being laid to lure the British army to its destruction.
Braving the usual perils, including Madhuvanthi's attempt to seduce him, Sharpe appears to have matters under control, until Sergeant Bickerstaff is captured and betrays him as a spy. Thrown into the dungeon, Sharpe and Harper escape with the help of Colonel Gudin, who has grown disgusted with Dodd's flaunting of the rules of war.
Outside the fortress, General Burroughs has returned to command and is sending his troops straight into Dodd's trap, a breach in the wall where a hidden stockpile of gunpowder will blow them all up. However Sharpe and Harper manage to set off the explosion prematurely.
With British troops now pouring into the fortress, various scores are settled: Bickerstaff knifes Gudin. Harper shoots Bickerstaff. Dodd loses his temper and runs through Madhuvanthi with his saber. Khande Rao is wounded and captured. And Dodd and Sharpe meet one last time, as Sharpe reveals that he is the sole survivor of Chasalgaon. In the ensuing sword fight, Sharpe exacts revenge for the massacre of 1803.
After the battle, Sharpe spurns Celia's mildly seductive request that he stay in India, and with Harper he sets off for more adventures — to the tune of "Over the Hills and Far Away."