Director James Ivory based his black-and-white 1965 film, SHAKESPEARE WALLAH, about a struggling English troupe of Shakespearan actors touring India, on an actual theater company called Shakespeariana. Shakespeariana's director, Geoffrey Kendal; his wife, Laura Liddell; and their daughter, Felicity Kendal, play Tony, Carla and Lizzie Buckingham, respectively. The Buckinghams tour postindependence India at a time when English influence is dying and the world of Indian filmmaking is beginning to achieve mass popularity. In the midst of their travels, the troupe's caravan breaks down, and an Indian playboy, Sanju (Shashi Kapoor), stops to help. A romance quickly starts between Lizzie and the handsome Indian. True to his nature, however, the playboy also carries on an affair with a popular Indian film actress, Manjula (Madhur Jaffrey).

The familiar Merchant Ivory theme of misplacement within a society is here in full force. The film explores the dichotomy between the two worlds: Old British rule versus an independent India as well as the world of staged theater versus the newer medium of film. Felicity Kendal was actually the sister-in-law of her romantic lead; Kapoor was married to her sister, the actress Jennifer Kendal (appearing here as Jennifer Kapoor in the role of Mrs. Bowen), whom he would star with in Ivory's 1970 movie BOMBAY TALKIE.