Omkara is a 2006 Indian Hindi-language crime drama film adapted from William Shakespeare's Othello, co-written and directed by Vishal Bhardwaj. It stars an ensemble cast of Ajay Devgn, Kareena Kapoor, Saif Ali Khan, Konkona Sen Sharma, Vivek Oberoi and Bipasha Basu in lead roles. Bhardwaj also composed music for the film, including the background score, with lyrics by Gulzar. The film is set in Meerut, a city in Uttar Pradesh. It is the second film in Bhardwaj's trilogy of Shakespeare adaptations, which began with Maqbool (2003) and completed with Haider (2014).