Set in post-colonial India of the 1950's, Cotton Mary is the story of two Anglo-Indian sisters, Cotton Mary and Blossom, their Anglo-Indian niece, Rosie, and their tangled and complicated interactions with a British family.

As the BBC correspondent stationed in South India (Kerala) on a special assignment, John Macintosh is absent when the screenplay begins with the premature birth of a "special" child to his wife, Lily, in an old British army hospital.  Set on the night of Divali, Theresa Macintosh, the seven year old daughter is left to find her way through the town and to the local hospital for help.  Staffed by Anglo-Indian nurses, including Cotton Mary and Rosie the hospital sets the stage for the film.  The first Madam, Lily, is unable to breast-feed her newborn child.  Despite efforts from the staff, the child is close to death when Cotton Mary comes to the rescue by stealing the child away to her crippled sister, Blossom, who is a wet nurse in a nearby Alms house.  Still living in the past when her life was peopled by ladies of Raj and their children - and remembering the time when the Alms house was a vital part of the Anglican Church - Blossom and the other Alms house ladies are revived, their status vindicated by having a new "white" child in their midst.  The long hallucinatory night, intercut with scenes of Theresa lost in the dramatic and often frightening Divali Festivities, finally coming to an end when Blossom's milk saves the child.  The success that Mary has in arranging for the feeding of the baby makes her indispensable to Lily, who offers her a permanent position in her home as an Ayah (nanny).

One she is inside the house, Mary's relationship to the baby and her burgeoning friendship with Lily gives her a unique position from which to operate.  Lily embraces Mary and delegates more and more of her responsibilities of Mary, as her own eccentricities and lack of interest in mother hood absent her from the family.  Unhappy with the companionship of the very traditional expatriate community and emotionally distanced from her husband Lily withdraws to her garden and into herself.  Gradually, Mary usurps the powers of the loyal family servant, Abraham, whom she accuses of stealing, and more importantly, of being "dirty."  Ultimately she is able to push Abraham out and replace him as Master's right hand man.  Boasting to the other Ayahs that Master is building her a house in England near Wellington Castle Mary begins to achieve the identity she desires. 

As Mary continues to insinuate herself, Mary's niece Rosie, beautiful and pale-skinned, also manages to win her way into the British home by concentrating her attentions on John Macintosh.  Determined to get the life she wants, Rosie betrays Mary's confidence in her and plays along with the idea that she is helping Master with his "work."  Drawn to Rosie's beauty and the gradual but determined detachment of his wife, John turns to Rosie as his lover.

Meanwhile, Mary's sister Blossom continues to feed the new born baby and becomes increasingly frustrated by the lack of attention paid to her efforts.  In the final act of rebellion, Mary responds to Blossom's repeated demands that Madam visits her by becoming the Madam herself.  She is momentarily triumphant as she strides into he Alms House, her hair newly coifed, dressed in Madam's clothes, and wearing Madam's shoes.

In the dramatic conclusion, which exposes each of the main characters' often conflicting English and Indian identities, desperation and betrayal lead the sisters, Blossom and Mary to attack each other's aspirations.  The Alms House ladies taunt Mary and reveal the truth about Rosie's relationship with John.  As Lily returns to England with the children, John also rejects Rosie.

Mary is left, unable to reconcile her identity, her hopes in ruins and half-mad.

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