Note: This interview discusses plot points of Mission: Impossible—Fallout.

For years, the Mission: Impossible franchise has built a reputation on pairing brainy, labyrinthian spy plots with increasingly breathtaking action set pieces, the likes of which have become, along with star Tom Cruise’s willingness to do them himself, part and parcel of the series’ marketing strategy. The franchise’s sixth entry, Fallout, continues this trend, serving up a thrilling, spine-cracking frenzy of white-knuckle chases, crashes, and backstabs in a story that deepens its core ensemble as it spans multiple continents.

What’s different this time around is the return of Mission: Impossible—Rogue Nation director Christopher McQuarrie, who is officially the first director to helm a second installment in the series. McQuarrie, the Oscar-winning screenwriter behind 1995’s The Usual Suspects, seems to be a muse for Cruise, with whom he’s also worked on movies like Edge Of Tomorrow, Valkyrie, and Jack Reacher. Not just anyone can handle the megastar, after all; as McQuarrie tells us, the franchise’s stunts, such as the bravura helicopter chase that anchors Fallout’s third act, are often born from the whims of its leading man.

In addition to Cruise’s age-defying desire to perform the world’s most dangerous stunts, The A.V. Club spoke to McQuarrie about being the franchise’s first sophomore director, his much darker original pitch for Fallout, and the true story behind the world’s most famous mustache.

The A.V. Club: Because you’re the first director to return to the Mission Impossible franchise, Fallout feels like a direct sequel in ways that other films in the franchise don’t. Not only does Solomon Lane remain a key figure, but we’re also seeing a continuation of myriad other plot threads from Rogue Nation. Did that sense of narrative momentum have anything to do with you coming back?

Christopher McQuarrie: Honestly, no. It was when Tom [Cruise] and I were working on Edge Of Tomorrow that he first suggested I direct Mission: Impossible, and I said we could talk about that. I was doing everything I could to change the subject because I had been on the set of Ghost Protocol and I saw how difficult these movies were. I was really intimidated by the idea of doing it. Then he got up and he called [producer] Brad Grey and came back in the room and said, “You’re directing the next Mission.” I didn’t even formally accept the job before I had it.

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When we were doing Rogue, he was already talking about the next one, and I remember distinctly saying to [cinematographer] Robert Elswit after we shot the A400 that I really feel sorry for the next son of a bitch who directs one because I don’t know what’s left. It took a lot to figure out that stunt, and it was inconceivable to me that there was anything left that I could come up with.

Of course, the joke was on me because then I had to do just that. [With Fallout], all I really was concerned with was making a movie that landed somewhere in the top six Mission: Impossible movies. I really walked into this thinking, “You’re not gonna top anything. There’s no way to do it.” But I had surrendered to the idea of a quote-unquote “big stunt”; I was looking for one and wasn’t really satisfied with the stuff I was finding. I was really focused on the sequence rather than a stunt, and the one thing I thought I could do that the movies hadn’t done was deliver a bigger third act. A lot of the Mission movies tend to peak—except for Mission one—they all tend to peak in the middle. Tom and I had often talked about wanting to remedy that and wanting to come up with a more climactic third act.

AVC: How does a sequence as complicated as the third act’s helicopter chase come together? What does it take in terms of time and manpower?

CM: What’s funny is that it came together in a way that, if we had known what it would have taken to do the sequence, we never would’ve done it. We just would not have. Going into it as ignorant as we were is the only reason that sequence exists.

When you think of a sequence like the Burj skyscraper in Ghost Protocol, you think of it as the one where Tom climbs the building. But the Burj is actually a series of sequences all woven together. We’re following what the team is doing, too, and, if anything, that’s the team sequence more than anything. We realized that that’s what these movies are about and defined by is their team sequence. So, [in Fallout’s third act] there’s all the stuff going on in the ground, there’s what’s going on in the helicopters, and there’s obviously all the stuff that goes on after the helicopters crash. And all of that came together from Tom saying, “Hey, I want to do a helicopter chase.” Tom is saying, “I want to learn how to fly, and you figure out a sequence that makes use of that.”

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The first question is, “Where do we shoot the sequence? Who’s gonna let us do it?” And a lot of countries would simply not let us do it. They were like, “There’s no way you’re going to take an actor who took six weeks to learn how to fly a helicopter and do stunts and aerobatics over our country. No way.” We needed a country that would let us shoot, but that was also photographically interesting and had varying terrain. The Venn diagram quickly shrank to one country, which was New Zealand, and New Zealand is not what I would consider to be a hotbed of political intrigue. So we started asking ourselves, what could New Zealand pass for? And that’s how it became Kashmir, and then all of the other story elements in our movie had to be made to fit into that.

And, of course, we wanted to have a climactic fight and the question became, “Well, how after this helicopter chase do I get them together in a way that’s believable but doesn’t just involve them landing their helicopters so they can get out and fight?” And then, of course, it’s, “Where is that fight going to take place? What’s the terrain?” I came up with this idea that it should take place on the edge of a cliff first, and then came up with the idea of the crash. What I described to my team was, “Imagine if you drop two marbles in a sink; they’re eventually going to meet at the drain. I need you to create a kitchen sink for me so that, after the crash, the helicopters end up together.”

The problem was that there was no suitable mountain for us in New Zealand that had the space for us to shoot and also had the precipitous drop that I wanted. We flew all over the South Island. We couldn’t find anything, so I turned to my location coordinator and said, “Find me something Tom can fall off of, not down, but off of.” And he brought me Pulpit Rock (in Norway). We created this virtual terrain, and that terrain is shot in New Zealand, in Norway, and then you’re in a back lot in the U.K. Yeah, so there’s about 30 seconds of screen time that spans three countries.

And that’s how that location came together. So what happens is that the development of the sequence is very much like the feeling you get watching the sequence. It starts as a pebble rolling downhill that leads to another rock, and another, until finally it’s this avalanche. I didn’t originally have all these stunts in the movie, but after it all came together we realized we’ve got all these sequences and team sequences. We weren’t trying to top the other movies, it’s just that it all kept getting bigger and bigger until there was just so much action. We actually had to cut some of it out.

AVC: There’s a rough-and-tumble aspect to that fight that speaks to the different vision of Ethan we get in this movie. He’s a little bit darker and a little more reckless. Could you see the character evolving into something of an antihero or even a villain?

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CM: Well, the movie that I pitched had this notion of Ethan assuming the identity of “John Lark,” this terrorist who he’s forced to adopt without the benefit of a mark. That puts him in a situation where he must be a villain in order to achieve his aim. He has to assume the villain’s identity and convince others around him that he’s the villain, and in doing so, has to do some villainous things. That’s what the movie was going to be, and we were gonna take it to its darkest corners. But that’s just not where Mission wanted to go. It worked if you didn’t have the team and if you didn’t have all the other characters. It made it a smaller, more character-driven movie, which is cool, but there was just no room left for where the story wanted to go. I was struggling with the second act of this movie because I was holding on to that idea and trying to take that to its darkest conclusion. When I let that go, the rest of the movie came together.

Tom and I, time and again, we come into these movies with all kind of ideas. He has his babies, I have my babies, and they become that dangling carrot. That drives us, but they very seldom end up in the movie for whatever reason. Some of them we shoot and they just don’t work, and others we just realize that that’s just not where the movie is going. That’s the benefit of not having a finished script. We’re not trapped by our preconceived notions of what the movie should be.

That idea I just presented you is still an entertaining and enticing idea, and it’s still something I’m able to explore down the road, or Tom’s able to explore down the road. John Lark still exists as an entity in the movies, and there’s a whole new character dynamic set up within the CIA hierarchy and [other new characters] are still very much in the mix. I wanted to do that for whoever makes the next one, to lay out a different set of possibilities and scenarios.

AVC: What I love about the Mission: Impossible movies is how they’ve been so malleable over the years in the realm of action. Were you considering the ways in which action movies have evolved in the last 15 to 20 years? In what ways were you leaning into or pushing against modern action tropes?

CM: I’m, first and foremost, a student of old-school filmmaking. I like practical action and I like clarity in geography and my action sequences. I feel a lot of action has lost that. And look, I understand schedules are incredibly compressed and scripts are being made up as we go along and it’s very hard to plan things. But a lot of movies have directors put on that don’t really like action or are uncomfortable shooting it, and things are left to second unit or the schedule doesn’t allow that to happen. There are a lot of directors I know who love to shoot the fun stuff, but they’re stuck shooting all the stuff that keeps the fun stuff together, while a second unit director goes out and shoots the movie because there’s no time.

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You’re seeing that impacting action films in a way that makes the action almost incoherent. We said, “Look, there’s got to be a better way. There’s got to be another way that you can do this.” That’s always been my focus and has been my focus since my first film.

As I was making Rogue Nation, I thought, well, Ghost Protocol is where the franchise seemed to be headed, where it seems to have really found its footing. If there’s a template, I thought, it’s this, and I’m not going to fuck with that template. I’m gonna make my best version of that.

When I came back for Fallout, my first order of business with Tom was to say, “I’ve got to be a different director.” It’s what the fans have come to expect from this franchise. They liked it and whether you meant it or not, they now expect a different director every time and that’s what I have to be. Now, a leopard can’t change his spots, so the most distinct way that I can do that is to create the impression of a different director. I’m going to start with a different creative crew. I replaced everybody that I had a comfortable relationship with, starting with my cinematographer, my composer, my production designer, my costume designer. Like, the only two creative people that came back were [editor] Eddie Hamilton and [stunt coordinator] Wade Eastwood.

I needed to break the template and not follow in the footsteps of Ghost Protocol and Rogue, and going against the grain is a slightly risky proposition because you don’t fuck with a streak. If it ain’t broke, don’t fix it. Tom said, “How would you do that?” I said I wanted to make a more emotional movie. I want to make a movie that’s more inside of Ethan’s head. In the previous five movies, including the one I made, you don’t really get a sense of who Ethan is as a person. You get the sense that other people project things onto him. They surmise what he is thinking. But we’re never fully allowed in, and that’s part of the allure of the character.

With Fallout, I said I’m going to start where the audience knows more about Ethan than the characters around him. I want the audience to have a more intimate relationship with Ethan than the team does, and there are secrets you’re keeping from them and they are their personal and emotional secrets. The benefit of that is that when the twists come the audience will be that much more surprised. And that’s why I think that a couple of the reveals in the movie work as effectively as they do, because you’re sucked into thinking you know more than anybody in the movie and you come to find out there are things in the story that you are not privy to.

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AVC: We’ve kept a close eye on the saga surrounding Henry Cavill’s mustache, which had to be (hilariously) CGI’d out in DC’s Justice League reshoots. Can you shine a light on what the whole situation here was?

CM: Honestly, it’s a really tragic set of circumstances. I’ve skirted any of the fun and the high-fiving that people have been having on the internet because I genuinely felt terrible for those guys. It was an unfortunate set of circumstances. Henry just finished Nomis and had a big beard and the mustache and long hair, and when he came to work he had cut his hair but still had that mustache and he asked, “What do you think?” I thought about it for a second and said, “You know what, let’s go for it.” That was all that was ever said about it.

When the DC thing came up, we were in a very weird and very difficult situation: If Henry shaved his mustache, DC doesn’t have a problem, but we do have a problem. DC said, “Well, our thought is that you can shave the mustache and as it grows back you can augment it with CG.” I thought, “Ehhh, that’s not really gonna work.” I’ve worked with fake mustaches before. You can get away with it for a shot or two, but it doesn’t work over the course of a movie. It certainly doesn’t work over the course of a movie in 35-mm anamorphic with a 75-mm lens in close-up. And, if you don’t believe me, just go look at any movie where someone wears a bad mustache for the whole film. It’s egregious. It’s almost comical.

Our producer Jake Myers said, “All right, let me figure out what that would cost.” And he worked out, based on his considerable experience, the number of shots that Henry Cavill would be in and how much those shots would cost. It was estimated to be at about $3 million. “Well,” he said, “what we’ll do is shut down and you guys just pay us the $3 million. We’ll shut down while Henry Cavill grows his mustache back.” Paramount Pictures heard about this and were like, “What are you doing! You’re not shutting the movie down! We have a release date!”

The sad irony was that, after the fact, Tom broke his ankle and the movie did shut down, but it wasn’t in the time that it could help DC. So, it was just a tragic set of circumstances. We would have loved to have done it, but there was no way we could have done it without compromising the film. I just felt terrible for them, and I still do think it’s a real bummer.