Tilopa (988-1069) was born in a Brahmin family in East Bengal, India. When he was still a young shepherd, he met the great Bodhisattva Nagarjuna who gave him preliminary teachings on the Mahayana path and appointed him as the ruler of a kingdom in Bhalenta. After a number of years leading a luxurious royal life, Tilopa decided to renounce the kingdom and become a monk. He took his ordination vows at the Tantric Temple of Somapuri in Bengal and started his monastic training

Thereafter, Tilopa had a vision of a dakini guiding him on the direct and esoteric path of Enlightenment. From the dakini, Tilopa received the entire transmission of the Chakrasamvara Tantra.

Tilopa also received several teachings and transmissions from great tantric masters such as the learned translator Acharya Charyawa and the siddha Lawapa. From these gurus, he mastered the instruction and practice of Bardo (the intermediate state between death and rebirth), Phowa (the transfer of consciousness), Tummo (the practice of inner incandescence), and many other oral-pith instructions. Although Tilopa had several enlightened human masters, his root guru was Buddha Vajradhara who directly transmitted to Tilopa many esoteric teachings, including the practice of Mahamudra.

For 12 years, Tilopa was devoted to the practice of these teachings, and he took a yogini as his secret consort. The monastic order immediately expelled him due to his involvement with the yogini. Tilopa led the rest of his life in solitude, but he was a renowned great master. Amongst his disciples, Naropa was the one chosen to continue his lineage.