The Man Who Would Be King is based on a story by Rudyard Kipling, Sean Connery and Michael Caine are two British soldiers-of-fortune seeking their wealth in a remote region of Afghanistan. The film is a classic adventure that makes sharp thrusts at imperialism and the corrosive effects of power.

The film begins with author Rudyard Kipling (Christopher Plummer) working in his office, his privacy is broken by the arrival of a disheveled old acquaintance and fellow Freemason, Peachy Carnahan (Michael Caine), Peachy begins to recount the incredible adventures of himself and fellow scoundrel Daniel Dravot (Sean Connery). The film then flashes back to an earlier meeting between Kipling, Peachy and Daniel, Kipling is asked to witness a document testifying to what they have told him of their plans.

The two rogue adventurers were British soldiers stationed in India, but were expelled from the country due to their criminal activities. Together they decide to travel to the remote city of Kafiristan in the hills of eastern Afghanistan to set themselves up as rulers. The two endure all the hardships of mountain trekking and severe weather before reaching the glorious valley and it’s remote city. They are greeted by Billy Fish (Saeed Jaffrey), a stranded Ghurka soldier who aids the two in their venture to relieve the local priests of their treasure. Daniel joins some renegades in an attack on the nearby city of Sikandergul, and during the ensuing fighting is struck in the chest by an arrow. The natives are amazed to see Daniel pull the arrow from his chest without injury; they believe him to be a god who cannot be killed by the weapons of mere humans. Rather than immortality, the arrow had in reality hit his Freemason pendant and failed to penetrate his flesh. The Afghan natives though believe he is a god - the incarnation of Alexander the Great, and Daniel attempts to make then give up their riches to him.

Daniel begins to fall into self-deluding arrogance, and starts to believe his own lies rather than leaving with the treasure they’ve collected. The outcome for Daniel and Peachy is disastrous, Peachy knows eventually that they will be exposed as frauds, and plans to leave before a calamity strikes. Daniel decides to take himself a wife, Roxanne (Shakira Caine, Michael's real-life spouse), and urges Peachy to remain for the marriage. Roxanne is terrified at the prospect of marrying a god, and during the wedding bites Daniels face, thereby drawing blood. The natives know that gods have no blood, and march on the men that have fooled them into believing they were in the presence of a supreme being. Daniel and Peachy flee the city, but Daniel is killed when he falls to his death from a rope bridge into a deep gorge, Peachy meanwhile is caught, crucified, and left for dead.

John Huston originally planned to film this Kipling story in the 1940s, with Clark Gable and Humphrey Bogart; they could hardly have been better than this pairing of Connery and Caine.