Situated at 13 km from Sanchi and 4 km from Vidisha are a group of rock-cut cave sanctuaries carved into a sandstone hill that stands sentinel-like on the horizon. An inscription in one of these states that it was produced during the reign of Chandragupta II (382- 401 AD).

The cave posses all the distinctive features that gave Gupta art its unique vitality, vigor and richness of expression; the beautifully molded capitals, the treatment of the intercolumniation, the design of the entrance way and the system of continuing the architrave as a stringcourse around the structures. They have been numbered probably according to the sequence, in which they wee excavated, beginning with Cave I, which has a frontage adapted out of a natural ledge of rock, thus forming both the roof of the cave and its portico. The row of four pillars bear the ‘ase and foliage’ pattern of which the eminent art historian Percy Brown so eloquently says; “the Gupta capital typifies a renewal of faith, the water nourishing the plant trailing from its brim, an allegory which has produced the vase and flower motif, one of the most graceful forms in Indian architecture”. The shrines are progressively more spacious and ornate. Cave No. 9 is remarkable for its large ceiling and massive, 8 feet high pillars, its long portico and pillared hall, Throughout, there is evidence that the master craftsmen of Besnagar practice their art with skill and artistry under the Guptas, four centuries later. In cave No. 5, a massive carving depicts Vishnu in his varaha avatar, aloft one tusk. Yet another stupendous sculpture is of the reclining Vishnu. Taken as a whole, this group is a rich representation of the vitality and strength of Gupta art and architecture.