The revolt was particularly widespread in Awadh because it became an expression of popular resistance to an alien order. The annexation of Awadh displaced not just the Nawab but also dispossessed the taluqdars who had controlled land and power in the countryside for generations. Before British rule, taluqdars maintained armed retainers, built forts, and enjoyed autonomy under the Nawab's suzerainty. The British were unwilling to tolerate this power – they disarmed the taluqdars and destroyed their forts. This created widespread disaffection. Additionally, a vast majority of sepoys were recruited from the villages of Awadh, and their grievances were carried into the sepoy lines, making the resistance intense and long-lasting.

Different social groups had distinct reasons for joining the revolt. The taluqdars joined because the annexation had dispossessed them of their traditional power and land. They had maintained armed retainers and forts for generations and enjoyed autonomy under the Nawab. The British destroyed this system, disarming them and demolishing their forts. Many taluqdars remained loyal to the Nawab and joined Begum Hazrat Mahal in Lucknow to fight the British. The peasants joined because they had deep-rooted grievances that were carried into the sepoy lines, as most sepoys came from Awadh's villages. The sepoys had long complained of low levels of pay and difficulty in getting leave. By the 1850s, their discontent had grown further. The fighting in Awadh was thus carried out by taluqdars and their peasants together, united against British rule.