Artist and director M.F. Hussain had originally envisaged Madhuri Dixit for the titular role, but as she was unavailable, Tabu (I) was approached next for the role of the enigma and she accepted it.
During the making of the film, director M.F. Hussain painted several portraits of Tabu (I).
Trouble arose for the film when the All-India Ulema Council objected to the qawalli "Noor-un-ala-Noor" from the film. The Council objected about the use of the phrase "Noor-un-ala-Noor," which meant "light and more light" - the phrase, normally used in the holy Koran to praise the Prophet Mohammed, was used to illustrate the beauty of women in Hussain's film. In response, Hussain decided to withdraw the film from cinema halls.
A kissing scene was to be shot for the film in the swimming pool of a plush Jaisalmer hotel. The water was very cold - however, Tabu, an actress experienced in such shots, got into the pool half an hour before the shot was to be taken, while 'Kunal Kapoor' lingered outside. Although Tabu shivered for about fifteen minutes, she was completely prepared for the shot after twenty minutes. Then Kunal got in the pool just before the shot was to be taken - and when "Action!" was called, the young actor just shivered.
While working on the film, cinematographer Santosh Sivan made a short film about Leonardo da Vinci, starring director M.F. Hussain as da Vinci. Before this film released, the cast and crew went to see a private screening of the short and each member took a copy home.
M.F. Hussain: Drinking tea in a scene which Nawab (Raghubir Yadav) and Meenaxi (Tabu) are discussing in a scene in a coffee house in Hyderabad.