Shyam Benegal	...	(Director)
Khalid Mohamed, Javed Siddiqui	...	(Writer)
Karisma Kapoor	...	Zubeida
Rekha	...	Mandira Devi
Manoj Bajpayee	...	Raja Vijendra Singh (as Manoj Bajpai)
Rajit Kapoor	...	Riyaz Masud (as Rajit Kapur)
Surekha Sikri	...	Fayyazi (as Surekha Sikri-Rege)
Amrish Puri	...	Suleiman Seth
Farida Jalal	...	Mammo
Shakti Kapoor	...	Dance Master Hiralal
Lillete Dubey	...	Rose Davenport
Ravi Jhankal	...	Girivar Singh
Smriti Mishra	...	Sardari Begum
S.M. Zaheer	...	Sajid Masud
Harish Patel	...	Nandlal Seth
Seema Bhargava	...
Parzan Dastur	...	Young Riyaz (as Parzaan Dastur)

Summary: The film begins with Riyaz (Rajat Kapoor), Zubeida's son setting out to research her life, and to meet the people who knew her. The story is thus told in the form of memories/reminiscences. Zubeida is a Muslim actress, who's career aspirations are thwarted by her film-producer father (Puri) who looks down upon a woman in acting. He arranges her marriage to her friend's son, but that breaks up after the birth of her son. Zubeida is now back at her parent's home, sad and depressed. Rose (Lilette Dubey) her father's mistress tries to cheer-up Zubeida by taking her out. On one of these outings, Zubeida meets Prince Vijayendra (Victor) Singh of Fatehpur (Bajpai). Quite taken with her, the Prince woos and marries her. Zubeida, now the 2nd wife of a Hindu prince, leaves her son behind with her mother (Sikri) and comes to live at Fatehpur. Here she meets the much older Mandira Devi (Rekha) the Prince's first wife, learns about the etiquette of being a Rani, and of the duties her husband has ...