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Umrao does not clarify the obvious misunderstanding, remembering a vow Nawab has taken to never insult her with accusations of infidelity and feeling that his failure to keep the promise has destroyed their love anyway. The Nawab confronts Umrao and, feeling that she betrayed him, shuns her and sends her back to Lucknow. Faiz Ali, who then realizes that Umrao only accompanied him so that she could meet Nawab, manipulates the information concerning his time with Umrao and implies to the Nawab that they had a sexual relationship. Nawab Sultan hears that Umrao and Faiz Ali are in Ghari and goes to meet Faiz Ali in prison.

Faiz Ali is revealed to be a dacoit whom the soldiers have pursued for years. Along the way, the whole party is arrested after a confrontation between Faiz Ali's men and a group of state soldiers. Umrao accepts, but only after she learns that they will be traveling through Ghari. Though she rejects his romantic advances, he determinedly pursues her and eventually asks her to accompany him to his home in Daulatabad. In the Nawab's absence, Umrao catches the eye of Faiz Ali ( Sunil Shetty). The penniless Nawab goes to stay in the house of his uncle, who is a judge in Ghari, to sort himself out Umrao is left desolate without him and prays every day for his return. The lovers share blissful moments, but when Nawab's father hears of their relationship, he disowns the son from his life, wealth, and property. Though Nawab's wealth grants him exclusivity, he is worried that Umrao may still offer her charms to other men - an accusation she detests. Umrao's beauty and poetry are enough to catch the eye of Nawab Sultan ( Abhishek Bachchan).

The girl turns into an elegant, poetic beauty by the name of Umrao Jaan ( Aishwarya Rai). In the company of Khurshid ( Ayesha Jhulka), Bismillah ( Divya Dutta), and one of the courtesan's sons, Gauhar Mirza ( Puru Raaj Kumar), Amiran learns the art of being a courtesan, or tawaif. Bua Hussaini ( Himani Shivpuri) and Maulvi Sahib ( Kulbhushan Kharbanda) adopt Amiran and treat her as their own daughter. To take his revenge, he kidnaps Amiran and sells her to a brothel in Lucknow run by Khannum Jaan ( Shabana Azmi). In 1840, a girl named Amiran (Aishwarya Rai) is kidnapped from her home in Faizabad by Dilawar Khan ( Vishwajeet Pradhan) who had been sent to jail based upon the evidence presented by Amiran's father.