In 1854, Captain Geoffrey Vickers (Errol Flynn) and his brother, Captain Perry Vickers (Patric Knowles), are stationed in India as part of the British Army's 27th Lancers. After a betrayal by Perry, Geoffrey saves a local tributary rajah's life while hunting and later becomes embroiled in a plot by Surat Khan (C. Henry Gordon) to massacre British troops. The story revolves around Surat Khan's actions, including his role in the Siege of Chukoti, where he massacres British families, sparing only Geoffrey and Elsa Campbell (Olivia de Havilland). The film follows their quest for vengeance as they face off against Surat Khan at the Battle of Balaclava, where Geoffrey leads a suicidal charge to exact revenge on the Russian-backed Indian chief.