An orange dupatta flutters against a sky-palette ground, dancing with the camera, blown by a force beyond its control . Suddenly we drop to a grave-side in a glade where a young boy stands curiously, oblivious, his little hands full of rose-petals. The dupatta comes to land on the grave itself and the boy covers it with the petals. His grand-mother tells him that someone very dear to her has died. When a school fellow taunts him, saying that his mother has died and the woman he lives with is his grand-mother, he cannot make sense of his world. His ayah (also in an orange dupatta) sings a story to him, about his second mother and the small boy, exhausted, falls asleep.

Shyam Benegal has set a tragic stage, which will now unfurl. The scene accelerates 28 years to 1980. Riyaz Masud (Rajit Kapur), or Rizzu is now a grown man, a journalist.and the story he wants to investigate that of his mother, Zubeidaa His search takes him to an abandoned film studio as he looks for a reel of a gypsy film number, the only one that she did as an actress in the late 40's. There he meets Hiralalji, a dancing master of the era when "cinema people had character", and the dances were "more than groups of young people in skimpy outfits doing P.T." Hiralalji's blood-shot eyes light up as he remembers "Zubeidaa baby" (Karisma Kapoor), her talent, and how her father Suleiman (Amrish Puri) Seth forbade her to perform. When Rizzu returns home Fayuzi Begum his Nani is appalled to hear what he has been up to and yet cannot control her curiosity. Following her tirade she takes a breath, asking if he found anything and subsequently the story moves forward.

We find out about Zubeidaa's short-lived marriage, arranged against her wishes. Her father believes, "What has love got to do with marriage?" His own is not a happy one, he himself finds more pleasure in the company of a fading but ever -charming dancer of the silver screen, Miss Rose Davenport. Whatever her moral shortcomings, Rose is the one person who can clearly see how unhappy Zubeidaa is and is willing to do something about it. Her marriage over, with a little baby and no hope of a future, Zubeidaa is listless and glazed. Perhaps thinking of her as the family she will never have, (We see her in later years in a flat full of cats and dogs) Rose manoeuvres a meeting between Zubeidaa and Victor, the dashing polo-playing Rajkumar of Fatehpur. The romance escalates secretly and finally Zubeidaa is allowed by her mother to go to Fatehpur but on the condition that she leaves her son behind. Victor now marries Zubaidaa.

Uptil this point, the narrative has relied on indirect sources, but finally Fayuzi Begum, whose unspoken desire to know matches his, gives Rizzu his mother's diaries. These document many happy times and Zubeidaa's meeting with the Rajmata , the first wife Mandira Devi (Rekha). Spurred on, Rizzu decides to go to Fatehpur himself, which is now a hotel. He realises that his mother, Choti Rani has been written out of the official family history but on meeting the Rajmata sees that she at least had been good to her. The second half of the film sees Zubeidaa struggling with convention and formality. She escaped the constrains of her father's household only to be burdened by an entire system of etiquette otherwise known as duty. The cage may be gilded, but it is a cage after all. Nor is Victor hers alone, he still shares a close relationship with his first wife who he was married to at the age of 12. Furthermore as Victor negotiates with the changing times in the newly democratic India much of his time is spent with politicians.

Alone and unhappy, Zubeidaa begins to self-destruct. Her spirit, like the uncontrollable force twisting the dupatta sends her into a spiral of self-doubt and depression. In essence the film is about a woman fighting for happiness. At the same time we follow Rizzu's healing process, as he does not seek to blame anyone but just to understand. Clutching her infant child, Zubeidaa weeps, "Will he ever forgive me?" It appears that he will be able to lay some demons to rest.

Fortunately the storyline is simple, it is uncluttered by violence and foolish humour. The scenes set in the late 40's, have been done with great attention to detail of accessories and dress. When the Rajmata meets Rizzu in his jeans, denim jacket and sneakers she says, " Why do you have to dress like that, I suppose it is the fashion", speaking from an era when one was dressed formally even to have a cup of tea at home.

All the performances are strong. Manoj Bajpai has an easier task; by virtue of looking dapper with his matched cravats and kerchiefs and playing polo, he is half-way there. Amrish Puri has played the role of enraged father before many times though he luckily glowers less here. He has the feel of the character and it is a loss for the film when we see less of him.

The punch and the spark are provided mainly by the female leads: Rekha as the gracious and dignified Rajmata is cool, elegant and says more by underplaying it-considering how little screen time she has, she commands a very powerful screen presence. It is such a great pleasure to see Rekha in a role which befits her immense talent. Surekha Sikri-Reigi 's portrayal of a mother doing her best as she sees it in a difficult situation mostly out of her control is done with great conviction. Rajit Kapur brings a certain naturalness to his role of wandering son in his quest to know and understand his mother. Lilette Dubey as Rose Davenport almost steals every scene that she is in, capturing the very essence of the anglo Indian starlet, with a kind heart but destined never to be more than a dancer-cum-mistress of a studio bigwig. However it is on Karisma on whom the limelight falls and she does full justice to her head-strong and wilful character as she hurtles through life. Forbidden by convention and social mores to just exist as her spontaneous self, she plays an insecure young woman caught in the trap of having to sacrifice in search of what remains, an intermittent happiness.

Karisma brings to the character of Zubeidaa, a myriad of emotions and feelings. It is to her credit that Karisma is able to convey each feeling with the depth that she has. The scene of her divorce, where she sits silently, strongly, in control before it is pronounced and weeping copiously after it is pronounced, is stunning. You feel the pain of this firebrand, battling against the odds, temporarily defeated again in life. The question you may well ask is what was it that Zubeidaa actually wanted in life, what was she all about? The essence of Zubeidaa is probably best found in her "banjaran larki" gypsy song " main albeli, hoon main akeli, koi paheli hoon main…,pagli hawayain mujhe jahan bhi le jayen mujhe, unki saheli hoon main " and is probably the closest she came to being who she wanted to be, in a dream world, on-stage.

Shyam Benegal is a maker of great repute and here he attempts to make a simple love story, but handled intelligently and almost lyrically. There is an underlying feeling of tragedy which runs through the film as Rizzu tries to fill in the missing pieces of his mother's life. One of the strengths of the film is how well different ideas about one person's life come together as a cohesive whole. We are given an overview as individual characters speak from their own particular perspectives. Although Fayuzi Begum hisses that Rose is to blame for all their misfortunes, Rose herself puts forward a strong case for Fayuzi Begum's inept handling of her husband. "The truth always hurts", she says. And everyone has their own kind of truth. Benegal moves back and forth, past to present and present to past but always smoothly, never interrupting the flow. It is almost perfectly structured. A.R Rehman has produced an excellent score, the film is beautifully shot and is well edited.

This is probably Benegal's most accessible film for the mainstream. Some may not find it not worthy of sharing a mantle with such Benegal classics such as Nishant, Ankur, Manthan, even Bhumika or Mandi by virtue of the subject that Benegal has chosen to tackle this time. Let there be no doubt, Zubeidaa, is an expertly crafted film, one which is a worthy addition to Benegal's impressive body of work.