Amarendra Baahubali (Prabhas) and Bhalla Deva (Rana Daggubati) are cousins raised by the same mother, Sivagami (Ramya Krishnan) who is also the reigning Queen of Mahishmati.

Amarendra is orphaned in his childhood and despite the fact that Bhalla is her own son, the Queen wants to crown Amarendra the King of Mahishmati because she feels that he has the true makings of a ruler and benefactor.

Bhalla does not like this so he and his father conspire to overthrow Baahubali. And they use Kattappa (Sathyaraj) and Sivagami as pawns in their game.