After nearly a decade, an unexpected phone call shakes Dia (Madhuri Dixit) out of her dance rehearsal in New York. Makarand (Darshan Zariwala), her teacher, her guru, is dying and she must return to Shamli town. The town where she grew up, the town where she learnt to live and to dance. Also the town she left on an impulse, severing ties with her parents and her people.

 It is a poignant and troubled return; not only has her guru passed away but the institution that he so lovingly nurtured is in decay and under threat of demolition. Ajanta theatre, the once vibrant hub of the community, the place where Dia's fondest memories are embedded must now be brought down because the local political authorities feel it a waste of prime real estate.

With the help of Doctor (Raghubir Yadav), the caretaker of Ajanta, Dia sets out on a mission to prevent the destruction and resurrect the spirit of Ajanta. In an atmosphere of mistrust, ridicule and active hostility, Dia picks up the gauntlet and agrees to achieve the near impossible task of putting together a theatrical production. She must also ensure that every member of the production is from Shamli town. She has only two months to prove her point or the bulldozers will be waiting.

In this context begins her tumultuous journey of dealing with small town prejudices, encountering the resentment of the powerful contractor, the cynicism of the local political powers, resolve the delicate tensions of inter personal relationships and rally her motley team of non starters - a low level muscle Imran (Kunal Kapoor), the local tomboy Anokhi (Konkona Sen), local ex-MLA Chaudhary Om Singh (Akhilendra Mishra), a vulnerable tea stall owner Mohan Sharma (Ranvir Shorey), a responsible government official Mr. Chojar (Vinay Pathak), a struggling insurance agent Sanjeev Mehta (Jugal Hansraj), the town vagabond Dhankuber (Nowaz) and a host of others.

She must create in this chaos in order to save Ajanta... in order to preserve what her guru so lovingly nurtured. She must create art in order to preserve what she believes is the soul of society.

The stage is finally set... Will it work? Won't it?