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In the mountainous Indian city of Ghandahar, in 1947, shortly after the country has gained its independence, rebels led by Gen. Newab Khan and his second lieutenant, Azam Habibbudin, are plotting an attack on a neighboring village when they notice an unidentified airplane landing at the airport. The pilot, American Steve Gibbs, is greeted with suspicion by customs officials and taken to see Singh, the Maharajah's advisor. To counter the rebels' threat, Steve offers to sell Singh the arms shipment he has brought, but the pacifist Singh refuses and sends Steve on his way. Accompanied by eager young orphan Moti Lal, Steve checks into the local hotel, unaware he is being watched by Habibbudin. In the hotel's former "English only" club, Steve attracts the attention of Englishwoman Joan Willoughby when he applauds her for making pro-Indian comments in front of her countrymen. Soon after, Lizette Simon, a stranded Frenchwoman, asks Steve to fly her to Bombay for free, but the mercenary Steve declines. Steve then is joined in the bar by Joan, who strikes up a conversation and reveals she is blind. Despite her handicap, Joan gives Steve a tour of the city and recalls colors and sights from her childhood, before she went blind. In a curio shop, Steve buys Joan a ring, and touched, she offers to help him get an audience with the Maharajah in exchange for picnicking with her. Later, Habibbudin approaches Steve and sets up a meeting to discuss the sale of the arms shipment the following day. As promised, Joan, whose grandfather is an influential minister, gets Steve an audience with the Maharajah, while Singh offers to help Lizette procure a visa through the American counsel in Bombay. During Steve's meeting with the Maharajah, Singh argues against purchasing the weapons, but the Maharajah agrees to buy the guns, noting that he has already confiscated them along with Steve's plane. After word comes that the rebels have slaughtered a busload of fleeing British, the cowardly Maharajah then announces that he is flying immediately to the Riviera. Back at the hotel, Steve tells Joan that, for safety reasons, she must fly to Bombay with him that night. Terrified of the outside world, Joan at first refuses, but changes her mind when Steve promises to bring her back once the violence has ended. Later, Steve is accosted by Habibbudin, who is angry at him for selling the guns to his rival, then invokes the ire of the remaining Englishmen when he demands 1,000 rupees for a seat on his plane. Annoyed, Steve raises the fare to 10,000 rupees and is slapped by Joan, who cries over his greed. Steve invites Lizette to be his "guest" on the flight, prompting Joan to give the Frenchwoman Steve's ring. After Singh makes the final arrangements for Lizette's visa, Steve knocks out the soldier guarding his plane and starts to taxi the craft down the runway. The soldier shoots at the plane, setting it on fire, and Steve is rescued by some of the Englishmen. As the rebels sweep into the city, Steve, Lizette, Joan and the other Englishmen, including retired general Sir Henry Harrison, take refuge with Singh in the palace. Singh still refuses to use Steve's weapons against the rebels, infuriating his petrified guests, who take note of some rifles in a gun case. With his sale money, Steve then buys a jeep and begs Joan to flee with him, but when she declines and criticizes his mercenary attitudes, he accuses her of being blind to reality. Steve boldly drives into the rebels' camp, demanding to see Khan, and is slugged by Habibbudin and taken to the hotel, which is being used as rebel headquarters. In exchange for delivering a message to Singh, Khan allows Steve to telephone his partner in Bombay and request another plane. After punching Habibbudin, Steve returns to the palace and tells Singh that he is to meet with Khan at midnight to discuss peace terms. Although she is surprised that Steve is there, Joan continues to reject him, calling him a selfish coward. Hours after leaving for his meeting with Khan, Singh stumbles back to the palace and reveals that the rebel chopped off his hand for refusing to give up Steve's guns. To save Singh, Steve offers his blood for a transfusion while trying unsuccessfully to convince him to take up arms against Khan. Sniper rebels then begin firing at the palace, and Sir Henry and the other Englishmen are forced to defend themselves with the palace rifles. Just then, Steve's partner flies in, but has brought a small plane, which can carry only seven passengers. After directing the women to board along with Steve, Sir Henry begs Singh to allow them to use Steve's weaponry until the plane returns. Again, Singh refuses and starts out the door to talk to Khan, but Sir Henry blocks his way and is shot and killed. Habibbudin then reports to Khan that the English have only rifles, not machine-guns, and unaware that the rebels are about to descend on them, Steve tells Joan, who has insisted on staying, that he cannot leave without her. Moved by his transformation, she forgives him, and moments after Steve and Joan are married by her grandfather, the rebels begin pounding on the palace doors. Steve shoots as many of them as he can, while Singh prays with Moti Lal. When the boy is shot down, however, Singh finally releases the machine-guns and, with Steve at his side, blasts the invading rebels without mercy.