Anil Kapoor, although he was initially reluctant to choose him for the part but changed his mind after finding him more suitable than the previous actors, noting his discipline. When asked by the Deccan Herald about his character as well as his experience during the production of the film, Kapoor said that it was one of his career's finest roles and called it an honour to work with Shankar. To prepare for the role, Kapoor underwent physical training for six or seven months, and watched many talk shows hosted by Larry King, Prannoy Roy, Rajat Sharma, and Karan Thapar—later adopting their way of speaking. Nayak's character name was Rajinikanth's real life name—Shivaji Rao Gaekwad—because Shankar made the script for Mudhalvan with Rajinikanth in his mind. Shankar chose Rani Mukerji to fulfill the part of Manjari, a village girl who becomes the love interest of Kapoor's character. He cast Mukerji over Manisha Koirala, who played the role in the original version, as he thought that Mukerji has the bubbly image he needed for the character. Playing the type of role for the first time, the actress admitted that she saw resemblances between Manjari and herself, noting their vibrant along with uninhibited character, and described her collaboration with Kapoor as a "growing-up experience". Talking to a journalist from Rediff.com, Mukerji revealed that she immediately agreed to star in the film after hearing the story from Kapoor, which she felt was "mindblowing". Shankar wanted her to portray the role in her own way, not copying what Koirala had done before. Ahmed Khan and Sushmita Sen made special appearances in the film. Principal photography was handled by K. V. Anand and took place in more than 100 locations in the states of Maharashtra, Tamil Nadu, Karnataka, Andhra Pradesh, Kerala, Rajasthan, and Himachal Pradesh. Thota Tharani served as the art director, while H. Sridhar was the sound designer. A 22-day schedule in Mumbai, Pune, and the cities in Tamil Nadu was started on 18 November 2000. To shoot the song "Shakalaka Baby", Anand travelled to the United States to meet the filmmaker Spike Lee and asked for his help. It was simultaneously shot with 34 cameras bought from the German manufacturer Arri with a speed of 100 FPS, instead of 24, and made the film over-budgeted; consequently, Anand spoke of his regret to do the idea. After filming ended, Nayak was edited by B. Lenin