Lootera is inspired by O. Henry's The Last Leaf. In the picturesque town of Manikpur, West Bengal in 1953, a landlord goes to watch a Chhau dance with his daughter, Pakhi Roy Chaudhary (Sonakshi Sinha), an aspiring writer. After Pakhi has an asthma attack from the ensuing excitement, she is rushed home and given medication. As she recuperates, her father comforts her and narrates the story of the invincible king of the Bhil tribe whose soul resided inside a parrot, telling her that she is the parrot within whom his life resides.

One day, after threatening the family driver into letting her drive the family car, Pakhi accidentally bumps into a motorcycle on the road, mildly injuring the handsome young man on the motorcycle. A few days later, the same man shows up at the door, introducing himself to the landlord as Varun Shrivastav (Ranveer Singh), an archaeologist who wants to study the land surrounding the temple that the landlord owns. Over the next few weeks, Varun charms the landlord and his daughter with his knowledge and persona, and is invited, along with his assistant, to live at their expansive mansion.

Soon, love brews between Varun and Pakhi as they bond over art and literature, and their love culminates into a passionate affair. Meanwhile, an act passed by the Indian government debars the power of landlords, causing tension in the Chaudhary household. The ancient artefacts the family owns must be sold, and Varun helps arrange the purchases.

As Varun's stay comes to an end, he asks Pakhi's father for her hand in marriage, and preparations of their wedding begin. Before the wedding, Varun's uncle, who has raised him, arrives and discourages Varun from marriage, stating that Varun will only give Pakhi grief because of the danger of what he does for a living—people like them are not meant to fall in love and have normal lives. Varun is conflicted but agrees and makes his choice: he and his assistant flee that very night, along with all the valuables they stole from the landlord. On the wedding day, Varun is nowhere to be found, and it is discovered that the idols from the temple have been stolen and the currency notes from the purchase that Varun arranged of the family's artifacts are all counterfeit.

A year later, a sick Pakhi is living all alone in Dalhousie.Except for her maid, she has no company. Her father has died and she has still not recovered from her heartbreak . When a police inspector asks her in helping him nab Varun, she refuses to do so, wanting only to forget him. Soon after, Varun and his friend turn up at Dalhousie for their next heist and stay at a lodge on Pakhi's property. Things turn ugly when the police gets wind of their whereabouts and a chase ensues. Varun accidentally kills his friend and a constable, and is injured in the encounter. He removes the bullet and then goes to seek refuge in Pakhi's house.

Pakhi and her maid try to turn him over to the police, but he threatens them. Pakhi gives in, but she is nevertheless enraged and repel Varun's comforting advances and explanation. In a letter, she explains to him that she is dying of tuberculosis and will die the day the last leaf falls from the wilting tree outside the window. Her maid leaves the house promising Varun that he wouldn't be reported to the police.

Varun plans his escape but when his accomplice comes, he refuses to go, and instead stays behind to take care of the ailing Pakhi. He confesses that he has regretted letting her go since the day he fled. Soon, Pakhi warms up to him and her faith remains intact when each day she finds one last leaf remaining on the tree.

In the end, seeing Pakhi's condition improving, Varun decides its time for him to leave, and he takes off, only to come face to face with a police blockade on the road, who proceed to shoot him to death. Pakhi wakes up to find Varun gone, but the tree still has a leaf on it. She becomes suspicious and discovers that the leaf has been affixed to the tree by Varun. Every night, he would tie it on a branch of the tree so that she wouldn't give up hope. It was his masterpiece. Pakhi realizes the truth after she looks at the leaf closely, it's been painted upon, and smiles with tears in her eyes.

• Ranveer Singh as Varun Shrivastav/ Atmanand Tripathi(Nandu)/ Vijay
• Sonakshi Sinha as Pakhi Roy Chaudhary
• Barun Chanda as Zamindar
• Vikrant Massey as Devdas
• Arif Zakaria as A.K.Bajpai
• Adil Hussain as Inspector K.N. Singh
• Prince Hayer as Special Appearance
• Divya Dutta as Shyama
• Shirin Guha as Devyani

Development

Vikramaditya Motwane wrote the script of Lootera in 2005. Bhavani Iyer had co-written the script with Motwane. Ranveer Singh's character was created by the director whereas Sonakshi plays the role of female character from the book. Actor Ranveer Singh claimed that he was not initially convinced with his character in Lootera and had declined to star in the movie. With script readings he grew confident that he could play the role of a con man in the movie, and rehearsed extensively. In an interview with The Hindu, Sonakshi Sinha stated, "I play a Bengali girl. It's an authentic Bengali look of the fifties that I am sporting and they (the director and designer Subarna) have taken a lot of trouble to go through the kind of clothes, jewellery, hair and make-up done in that era. We have tried to replicate it. Vikramaditya has kept the make-up simple with only the kajal, kumkum, and some laali on the lips which is what the women used to do then. It was the most difficult shooting experience for me so far. In terms of my character, my look, my performance and the locations, everything had to be from an era I knew nothing about." The director insisted Ranveer's look be an amalgamation of James Dean and Dev Anand.

Filming

In November 2011, the filmmakers confirmed Sonakshi Sinha and Ranveer Singh for the lead roles. By December 2011, both the actors attended workshops for the look of the character, body language, speech as the film was set in Bengal in the era of the 1950s. Subarna Ray Chaudhari undertook extensive research to design the costumes for the characters to fit the required look. A romantic song was shot in December 2011. The first schedule was completed in Mumbai by end of December 2011. In January 2012, the set of the film erected in Dalhousie, where the actors were to shoot over for few days was destroyed due to bad weather that caused heavy losses amounting to 5 million. The weather forced the crew to trek through knee-high snow. However, certain scenes were canned at Kalatop, close to Dalhousie. The schedule was postponed to March 2012. The next schedule began in Kolkata from 23 January 2012 and continued in rural parts of West Bengal. Scenes involving Ranveer, Sonakshi and Barun Chanda were shot at the 11th century Jain temple in Deulghata and Belkuri. The area being Maoist affected, with great risk the entire cast and crew shot scenes under heavy police control. In March 2012, the team made its second attempt to shoot in Dalhousie, but actor Ranveer Singh injured his back and hence the schedule was postponed to May 2012. During May 2012, the team made its third attempt to shoot at Dalhousie wherein scenes that were left out to be filmed in the snow were shot by creating a set under artificial snowy conditions in summer season. Certain scenes featuring Shirin Guha and Arif Zakaria separately were wrapped up by March 2012. Along with potential 50 crew members the leading duo shot at The Itachuna Rajbari, Hooghly District. Old house scenes were later filmed in Purulia. The final schedule of the film took place in Mumbai, and was wrapped up in July 2012. The filming was complete by the end of August 2012 and the release date was scheduled to 29 March 2013. The first trailer released in March 2013 later revealed that the film would release on 5 July 2013.

The music and background score for the film is composed by Amit Trivedi, with all song lyrics penned by Amitabh Bhattacharya. The music of the film is set in the styles of old Bollywood era. The composer opted to keep two "antras" followed by a "mukhra" in the songs, matching to the 1950s styles of composition. The composer recorded the Chennai String Orchestra for the score. The fourth song of the album "Monta Re" has its musical influence from the Baul musical tradition of Bengal. The complete film soundtrack album was released online on 29 May 2012.

The main background score theme for the film bears similarity to Rachel Portman's score piece "One Day (suite)" from the 2011 film One Day. It was also used in the trailer of the film. There were several reports of plagiarism. There is a song called "Shikayatein". The notes in the teaser (trailer) are a small piece from that song. This theme has one note more than the song Amit (Amit Trivedi) has created, which gives it the similarity. Music critic for Mumbai Mirror stated, "Amit has never in his life plagiarised, copied or stolen music from anyone and he's never going to start doing that. Call it a case of creative coincidence or creative convenience. But th