Dia (Madhuri Dixit) is a choreographer who lives in New York with her daughter Radha. One day she receives word that her old dance teacher, Makrand, is dying. She returns to her hometown Shamli with Radha, to find that he has already died and left her the responsibility of saving the deserted dance theatre, Ajanta, which is to be demolished to make way for a shopping center.
Shamli has changed a great deal since Dia left. Her parents left the town in shame a decade ago, after she eloped with an American photographer Steve, (later they divorced) and their house is now owned by the strict Mr. Chojar and his wife. Her childhood friend Najma (Divya Dutta) is married to Farooque (Irrfan Khan), a successful businessman. Both of them greet Dia coldly. The only ally she has left is her old friend Doctor Saab (Raghubir Yadav). To save Ajanta, Dia goes to petition the local MP Raja Uday Singh (Akshaye Khanna). He issues her a challenge; if she can put on a successful performance using only people from Shamli, he will cancel the demolition.