Producer: Shahrukh Khan, Juhi Chawla
Director: Santosh Sivan
Cast: Shahrukh Khan, Kareena Kapoor,
Music: Anu Malik

Asoka (Shah Rukh Khan) is the step-son of King Bindusara (Gerson da Cunha), son of the great Chandragupta Maurya and is one of the ascendants to the throne of Magadha. However Bindusara chooses Asoka’s step-brother, Susima (Ajit Kumar) as the crowned prince which causes great rivalry between the two contenders. So, Asoka's mother Dharma (Subhashini Ali) worried for her son's safety, asks him to leave Magadh in peace and Asoka obeys. Thus, starts a new his for the prince as a commoner.

Asoka lands up in a village where he meets the beautiful, Kaurawaki (Kariena Kapoor), her brother and prince Arya (Suraj Balaje) and their bodyguard Senapati Bheema (Rahul Dev). The three are on the run from their enemy who is trying to usurp their right to the throne of Kalinga. Kaurwaki and Asoka fall in love though Kaurwaki is not aware that Asoka is the prince and calls him Pavan. Neither is she aware that she isn't a princess. A disapproving Bheema breaks the news of her parentage to an unsuspecting Kaurwaki.
Kaurwaki has an identity crisis that she quickly gets over as Asoka marries her to prove he does not care about her background.

Asoka also meets a village strong man Virat (Danny Denzongpa), they strike a rapport and Virat goes on to become one of Asoka's trusted men. Asoka gets a message from Magadh that his mother is ill, he leaves with a promise to Kaurwaki that he would return back soon. However when he reaches Magadh, his mother is in good health, but wants him to get his new wife.

So, Asoka rushes back to the village where an injured Bheema tells him that both Kaurwaki and Arya have been killed. Asoka, angry and mournful, goes back to Magadh in a murderous mood. He decides that war and revenge is the only way out since he has already lost everything. Thus starts Asoka’s rise to power. He wages war against various kingdoms around Magadh as much as against his step-brothers. Susima tries to kill the injured Asoka, but the attempt is foiled by Devi (Hrishita Bhatt). Asoka gets to married to Devi. While Devi is carrying his child, his mother too is killed and Asoka can no longer remain silent. He confronts his brother, who is killed in the following altercation, and then goes on to kill all his other brothers. But, one brother escapes and takes refugee in Kalinga, which is ruled by Prince Arya who is still alive.

Asoka now embraces the violent way with vigour and goes about conquering more lands to prove that he is the emperor. Along the way, thousands are killed, the only thorn in his path being Kalinga, a land that has never been under anyone's rule. Against the advice of Virat, Asoka goes ahead and decides to attack Kalinga. What follows is one of the bloodiest battles with thousands being killed. Kaurwaki, who is still alive, decides to take on the enemy. In the battlefield, she puts up a brave fight, but is injured, just as she catches a glimpse of Asoka who she had known as Pavan all along, now her enemy. While Asoka wins the battle Kalinga, he loses his trusted friends, and even his brother who turns to Buddhism. Even Asoka's wife denounces him. He finds injured Kaurwaki in the battlefield among the dead and mutilated bodies and realises the enormity of his actions.