Vyjayanthimala, Sunil Dutt, Prem Nath, Bipin Gupta, Gajanan Jagirdar, Zul Vellani, Randhir, Keshav Rana, Madhavi, Bela Bose, Susheela, Mridula Rain, Ruby May...
Synopsis : His hunger for conquest not satiated, even after repeated victories, Samrat Ajaatshatru of Magadh would like to continue on his winning spree, as the only unconquered city is that of Vaishali. His astrologers forewarn him; his Senapati cautions him that his army is tired and needs to rest; his very own mother refuses to let take part in any war - but he refuses to listen to anyone and hastens to war - which leads to subsequent defeat at the hands of the Vaishali army. Wounded, lost, and on the run from enemy soldiers, Ajaatshatru dons the guise of a Vaishali soldier and takes shelter with a woman named Amrapali. When he recovers both find that they are in love with each other. Ajaatshatru finds an ally in Senapati Badbadhra Singh and both start to plot against Vaishali - this time by reducing the number of soldiers, making them addicted to alcohol, poor training methods, and poor pay - thus demoralizing them...

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