Initially, Akhtar wanted Akshaye Khanna, Hrithik Roshan and Abhishek Bachchan in the three main roles. While Khanna agreed to do the film, Roshan and Bachchan were unavailable. Akhtar offered the part of Akash to Khanna and he offered the part of Sid to Aamir Khan. However, Khan did not want to play Sid and wanted to play Akash instead. Khanna agreed to play Sid so that Khan could play Akash. Afterwards, Saif Ali Khan joined the cast as Sameer. Preity Zinta and Sonali Kulkarni were cast as Shalini and Pooja respectively. Akhtar convinced actress Dimple Kapadia to come out of retirement to play the role of divorcée Tara Jaiswal. After 15 months of extensive pre-production, the film was shot over a four-month period in Mumbai, India and Sydney, Australia.