On March 15, 2010, Lady Gaga’s “Telephone” music video, featuring Beyonce, hit YouTube. To say that it made an impact in pop culture would be an understatement.

The sprawling, nearly 10-minute video started with Gaga in prison (picking up directly after her crimes in the “Paparazzi” music video) and followed her and Beyonce as they took a joyride in the Pussy Wagon from Quentin Tarantino’s “Kill Bill” on their way to poison an entire diner. On the way, there’s everything from sunglasses adorned with cigarettes to PlentyOfFish.com product placement to a killer dance routine done in American flag-themed outfits. There is, put simply, a lot to dissect.

And dissect the internet did. In the decade since it was released, “Telephone” has racked up a massive 346 million views and inspired countless thinkpieces, as well as criticisms.

Jonas Åkerlund, the Swedish filmmaker who directed and co-wrote the music video, spoke to Variety 10 years after its release about its hectic two-day shoot, improvising lines with Beyonce and Gaga and if fans ever will get a sequel after the mysterious “to be continued” note at the end of “Telephone.”

Tell me about how you and Gaga came up with the concept for the “Telephone” music video.

We had a practice run on “Paparazzi” like, a year earlier. So we kind of knew each other a little bit. I learned early on that Gaga is a very visual-driven type of artist – she’s filled with ideas. So my job was basically to filter and just take in all her stuff and try to make a reality out of it, you know? It was a really good collaboration, actually, a respectful collaboration, as always, with her, I have to say. But yeah, I don’t remember exactly where everything came from. Like we always do, she talked to me on the phone and I wrote everything down and added stuff to it. It’s a back and forth, and that’s how we do it.

“Telephone” was a direct sequel to “Paparazzi.” When you were working on “Paparazzi,” did you have an idea of where it would go?

Not really, to be honest. It wasn’t really meant to be a series. I kind of like the idea of putting “to be continued” at the end [laughs], just to make it more exciting. And then that kind of became like, “Oh, wait a minute. Let’s continue.” And then we ended “Telephone” with “to be continued” as well. It’s kind of fun, and it would be cool to have a third one coming.

And the internet has certainly been clamoring for that. Have you ever discussed doing a “Telephone” part 2?

Not really, not really – [pause] yeah, we have actually. I don’t remember what song it was – we started to write it, but then we ended up doing something else.

The “Telephone” shoot was so ambitious, so big-budget. How many days did you spend on set?

We shot the whole thing in two days, which is pretty incredible. It had everything that’s kind of like a production nightmare, with wardrobe changes and car stuff and different locations. So we did one day around that jail, and then we did one day out in the desert. So it was a two-day shoot, and I remember clearly, while running out of time, when Beyonce showed up, and Beyonce and Gaga were practicing, like, literally there on the spot, figuring out the choreography while we were waiting. It was crazy. We were actually meant to shoot Beyonce’s performance part out in the desert, but then we lost daylight, so we improvised and put it in that little weird motel room. It was part of the location, where we were. We shot that whole part, like her speaking on the phone, all that stuff, in that motel room.

Was there ever a moment where you thought, “Oh my god, we’re not going to be able to pull this together”?

I mean, every music video is like that, because the ambition level is always higher than the budget and the time you have. You always want to push it as much as you can. And I knew that this was an ambitious idea because we wanted to tell a story, we wanted to have dialogue, we wanted to have choreography, all those things. It should’ve been really, like, a four- or five-day shoot, to be honest.

What was the casting process like for the actors in the opening prison sequence?

It’s so long ago, but I remember I wanted some bodybuilder girls in there, so we had some of those – you know, just like, rough. And the styling and all that, that’s the fun part with Gaga, because you can do stuff with her that you can’t necessarily do with other artists. She allows you to go fully all the way with stuff, that’s kind of the fun part of it.

Gaga said to me, “I was right on the edge of getting bored with making music videos. MTV was never really good for me. They didn’t like me at MTV, I was always censored, and my ideas were always too ambitious or too big or too long, and they censored me and they cut my stuff.” There was even a point where MTV, like, approved treatments for us. They really controlled what to show in a really horrible way. So Gaga was, like, the first artist that came to me and said, “F— MTV, we can do this, we don’t need them. We can do this all online, on YouTube.” So that kind of made me excited again and realized what music videos could really be about, and the reason why I started music videos – all those things came back to me with her amazing attitude and her ideas and everything.

The video did feel like a rebellion in a lot of ways – the “I told you she didn’t have a d—” line comes to mind, in particular. Whose idea was that?

That was my idea. It wasn’t part of the treatment, I added that as a voiceover in the edit. Right around that time, there was speculation and rumors that, you know, Gaga was not a woman for some reason. And those were just, like, stupid rumors, obviously. And I wanted to make a thing out of it. We did it in the post-production.

After that prison sequence, you have the scene where Gaga and Beyonce officially join forces – Beyonce’s feeding Gaga, and they’re swapping these crazy lines. What were you trying to convey with that scene?

To be honest, I think that we improvised the dialogue. I think we had a few ideas written down, but I think we improvised the dialogue. I’m pretty sure that’s what we did. You know, there’s the whole thing with like, “you kill a cow, you gotta make a burger” and all that stuff. That just came from Gaga. She just made that s— up. I remember we shot a lot more dialogue than we ended up using in the actual video. But we wanted to have dialogue in the beginning, middle, end, to make it more like a short film, I guess, than a music video.

Do you remember how you got the actual Pussy Wagon from “Kill Bill”?

I know exactly how we got that, because we had another car, and then Gaga had a meeting at Quentin’s house, and she sent me a picture and said, “This is in Quentin’s driveway. Do we want it?” And I was like, “Yeah! We want it.” And I think it didn’t run or something, so we had to fix it up. And we fixed it up, and that’s why we ended up using it.

And Quentin was fully okay with it?

Yeah, I mean, thanks to Gaga being at his house, I guess. I would’ve never thought about it, because I remember we already had another car. This was literally, like, a day before the shoot or something.

There are so many iconic looks jammed into those ten minutes, from both Beyonce and Gaga. Do you have a favorite costume or outfit?

Oh, I mean, that’s impossible. I like the whole diner scene, with the choreography, the American flag kind of stuff. But like you said, it’s overwhelming, the iconic looks in that video. This is how it is to work with Gaga. I write in the treatment that she walks out on the jail courtyard smoking a cigarette, and then when she shows up, she has the glasses with cigarettes. That’s kind of the collaboration-type that you have with her, and it’s the same with the diner. I remember writing in the treatment that there’s, like, an American flag on the wall or something like that, and then she shows up in a full American flag outfit. It’s that kind of collaboration with her.

She takes everything to the next level.

I don’t even think she thinks it is the next level. I think it’s just the way she thinks, the way she sees the world, and that’s what I love about her. For me, making music videos and trying to make an impact and trying to touch people or move people or whatever it is, making memorable images that are supposed to be attached to music, you know, she’s like a dream client. She works harder than most people I work with, and she encourages you to become a little better than you think you are. So that’s, to me, everything I need. It really takes two to tango – I can never make great videos without an artist who wants it, or believes in it, and pushes you.

Do you remember her being particularly passionate about getting something in the video? Like, “no, this has to be in here”?

No, I don’t think so. I mean, we really wanted Beyonce to show up. When you do these collaborations, they basically do favors for each other to show up and do each other’s videos. And unfortunately, we were shooting outside L.A., so we knew that was a long drive for Beyonce, but thank god she did. That was the one thing that I kept thinking about, you know: “I really hope she shows up.”

You worked with Gaga before “Telephone,” and you’ve worked with her since on “John Wayne.” Do you have plans to work with her again as she releases new music?

I don’t know. We have a good thing going, and I show up and do my thing. If I had it my way, for sure. I love her to death. I’ve said it from day one: the first time I saw her play the piano on YouTube, I said, “This is, like, one of the most talented artists I’ve ever seen.” She can do anything she puts her head to, and that’s what she’s doing now. Again, for me as a director, she’s a dream person to work with.

Do you remember the last time you watched the “Telephone” music video?

No, I don’t. Maybe I should’ve watched it before this interview [laughs]. Sorry! But you know, I’m an editor too, so I know every frame of it. Once it’s digitized in my head, it’s there. So I do remember everything.

Gaga said in an interview after it was first released that she wanted the video to be about “the idea that America is full of young people that are inundated with information and technology.” Ten years later, I think we seeing that concept even more. Do you think the video might resonate even more in 2020?

I don’t know. I do know that music videos are not really meant to get a long life. They’re always just meant to be in that moment. Like, they used to be [made] to sell an album, like at that moment. But now, if you’re lucky, you get a video that people remember, and if people remember 10 years after, that’s a good thing. And people seem to appreciate it. I still have people tell me they love it.