The film starts out in the middle of a conspiracy plot that would give ?Julius Caesar? a run for its money. An insecure Prince Sushim (Ajit Kumar) secretly orders the assassination of his half-brother, Asoka (Shah Rukh Khan). Sushim is threatened by the possibility that Asoka?s many conquests in battle may bring him closer to snatching the throne for himself. Time is running out as their father, the king, is ailing fast.
Asoka foils all assassination attempts but fails to learn that Sushim is behind them. A frustrated Sushim, ever the politician, uses members of his family, including his father, to persuade Asoka?s mother that it would be safer for her son if he left the kingdom. The now fearful mother threatens to take a vow of silence if Asoka does not leave, so reluctantly, he does.
Asoka sets off on his travels, cutting his long tresses, which identify him as one of his kingdom?s royal family. He also takes on the name of his horse, Pawan, to ensure his anonymity. Asoka soon clashes swords (figuratively and literally) with Virat (splendidly played by Danny Denzongpa) in a series of hilarious encounters. The two eventually become friends.
Asoka also meets Kaurwaki (Kareena Kapoor), thinking her to be a simple tribal girl. Turns out, Kaurwaki is actually Princess Kaurwaki of Kalinga (rival to Asoka?s kingdom). Kaurwaki is hiding out with her younger brother, Arya (Suraj Balaje), a precocious, eight year old brat. The two royals are being protected by Kalinga?s most loyal soldier, Bheem (Rahul Dev), following the brutal killing of their parents (the king and queen) by unknown assailants, (yet another conspiracy sub-plot).
Love blossoms between Pawan (Asoka) and Kaurwaki, but separation is imminent. Several misunderstandings, mainly driven by Bheem?s crush on Kaurwaki and his loyalty to Kalinga, lead to Asoka thinking that Kaurwaki is dead. Meanwhile, Kaurwaki has no idea that Pawan is actually Prince Asoka.
Asoka returns to his kingdom and his warrior ways. He wages war on neighbouring kingdoms, successfully conquering them. Tension mounts when he decides to invade Kalinga, unaware that his opponent is none other than Kaurwaki!