• Producer : Sajid Nadiadwala , Vishal Bhardwaj
• Director : Vishal Bhardwaj
• Story : Matthew Robbins
• Writer : Vishal Bhardwaj , Sabrina Dhawan
• Screenwriter- screenplay : Vishal Bhardwaj
• Dialog Writer : Gulzar
• Editor : Sajid Nadiadwala , Vishal Bhardwaj
• Cinematography- Camera Man : Sajid Nadiadwala
• Composer : Vishal Bhardwaj
• Lyricist : Gulzar

• Actress : Kangana Ranaut
• Actor : Shahid Kapoor , Saif Ali Khan

In 1943, as the Second World War rages on, India is fighting a war of her own: independence from British rule. Subash Chandra Bose, founder of the Indian National Army (INA), has become disenchanted with Mahatma Gandhi's Ahimsa (non-violent) movement and desires to fight fire with fire. Recognizing the growing dominance of Imperial Japanese Army in the Indo-China region, the INA allies itself with the Japanese, hoping to ride the wave to Delhi. Indian troops in the British Indian Army are locked in pitched battles with both the INA and its Japanese contingent. In one such skirmish close to the Indo-Burma border, Jemadar Nawab Malik and a group of fellow soldiers are cornered by the Japanese infantry. Running to escape on a barge, he is shot and captured as a prisoner of war. Meanwhile, the INA's top brass desperately seeks finances to replenish its heavy ammunition to aid the charge to Delhi. Concurrently in India, Julia a leading film star of the Indian cinema is the star performer of a dance troupe that entertains civilians and armed forces alike through films espousing her daredevilry. Zulfi is her butler, make-up man, and trusted confidant. Her films are produced by Rustom "Rusi" Billimoria, a former Indian action film star whose career was cut short when he lost a hand in a film stunt gone wrong. He is now Julia's mentor and the scion of a production house. Billimoria is on friendly terms with the resident British commander Major General David Harding, who encounters a gem-encrusted royal sword belonging to a Maharajah at a gathering hosted by Billimoria. Slighted by the commander's arrogant demeanor, the King endeavours to send the sword to Indo-Burma border, where the INA hopes it can fund its artillery program and drive the British out of India. An opportunity arises when Harding proposes dispatching Julia and her troupe to the war-torn border where he hopes to raise the sagging morale of his troops through her shows. When Billimoria and Julia (who are now in a relationship) object, Harding promises top-grade security and coerces them by threatening to block supplies of film stock from England, as Nazi Germany has stopped shipments. Billimoria's affair with Julia causes rifts in his family, with his wife demanding a divorce and his grandfather concocting a ruse to prevent Billimoria accompanying Julia on the tour. On board the train, Jemadar Malik, who has apparently escaped as a prisoner of war, is assigned as security detail to Julia, much to her chagrin. Crossing a river, the full complement of passengers and boatmen come under fierce Japanese aerial attack, resulting in numerous casualties. The British assume Julia has fallen, but she has survived and is accosted by three Japanese soldiers. Malik, who has also escaped unscathed, arrives in time to save her from being killed and in the process, captures one Japanese soldier Hiromichi as a hostage to lead them back to the Indian border. Through the rain-drenched jungle and a war-zone swarming with enemy platoons, Julia, Malik, and Hiromichi march slowly to their destination. Combing an anti-aircraft bunker, they barely escape a booby trap, with Malik furious at Hiromichi for leading them into an ambush. As Julia's gentleness and compassion counteracts against Malik's battle-hardened cynicism and aggression, the two fall in love, despite the overwhelming realisation their journey will be over when Julia is reunited with Billimoria. Back in India, Harding again proposes that Julia, now engaged to Billimoria, be dispatched to the front-lines, with anti-aircraft gun protection this time. Julia continues to exhibit feelings for Malik: she endorses him for the prestigious Victoria Cross medal and deliberately forces him to volunteer for a stage show. Billimoria begins to have suspicions about her behaviour, which are confirmed after one surreptitious and passionate episode between Malik and Julia during an air-raid. Desiring vengeance, Billimoria volunteers as a stage hand on Julia's next show and after a tense routine, indirectly reveals that he is aware of her infidelity and ready to engage in a fight-to-the-finish with Malik. Meanwhile, Zulfi, who has also survived the earlier raid and is in reality a spy for the INA, has been entrusted to take the sword back to the INA by Mema, an INA agent in the British ranks, and Malik. It is then revealed that Malik did not escape his captivity in Rangoon but was freed by the INA who enlightened him about the evils of British rule in India, thereby enlisting him in the Gandhi regiment of the INA. Convinced of the cause and endowed with a fresh purpose, Malik clandestinely meets Julia before a show and delivers final instructions to Zulfi, who takes up a position outside her tent. Major Williams racially insults Zulfi after trying to forcibly enter Julia's tent to make her begin the show. Infuriated and inebriated, Zulfi hurls derogatory threats to the British on the radio during Julia's show. The outburst is

• Track 1 : Bloody Hell ( कुत्सित नरक )
• Track 2 : Yeh Ishq Hai ( ये इश्क है )
• Track 3 : Mere Miyan Gaye England ( मेरे मियां गए इंग्लैंड )
• Track 4 : Tippa ( टिप्पा )
• Track 5 : Ek Dooni Do ( एक दूनी दो )
• Track 6 : Alvida ( अलविदा )
• Track 7 : Julia ( जूलिया )
• Track 8 : Chori Chori ( चोरी चोरी )
• Track 9 : Yeh Ishq Hai (Female Version) ( ये इश्क है (फीमेल वर्जन) )
• Track 10 : Rangoon Theme ( रंगून थीम )
• Track 11 : Be Still ( अभी भी हो )
• Track 12 : Shimmy Shake ( शिमी शेक )