After guiding 2015's Mission: Impossible – Rogue Nation to $682 million worldwide, Tom Cruise talked McQuarrie into becoming the first director to helm two entries in the franchise. McQuarrie, who has worked with the actor on nine films over the past 12 years, didn’t make this decision lightly, and conditions were agreed to in order to achieve the feeling that a new director had taken the reins. The experiment worked: Fallout scored the franchise’s biggest opening weekend ($61.5 million) as well as a glowing 98 percent Rotten Tomatoes score.

McQuarrie and Cruise began shooting Fallout with a script that was just 33 pages long, a move that allowed the team to be flexible and find the film along the way. That freedom also enabled them to go down intriguing avenues, some of which were ultimately deemed not right for the film.

Case in point: McQuarrie and Cruise conceived of a plot that would have seen hero Ethan Hunt assume the identity of extremist John Lark for an even longer chunk of the film, a move that would have taken the IMF agent down some dark roads in pursuit of his goal and would have forced him to do some "horrible things," notes McQuarrie. The expanded plot was eventually scrapped, as the director felt it made the film too intellectual and robbed it of the trademarks that people expect from a Mission: Impossible movie.

The director also filmed a scene in which Hunt and Rebecca Ferguson's Ilsa share a kiss, a moment he excised from the movie for complicated reasons, which McQuarrie explains in a wide-ranging, spoiler-filled conversation. Read it below.

From your perspective, what are the keys to Fallout being the most emotional Mission: Impossible entry?

In the previous movies, there’s a tendency to project upon Ethan Hunt. People are speculating as to what Ethan is thinking. We don’t know it. As a result, Ethan is something of a cipher. So, what I was determined to do from the outset was to put the audience more inside Ethan’s head and expressly state what his deepest fears were. That put the audience in a place where they are more connected to him emotionally, as they knew more about Ethan than the people around him. That was the No. 1 key. The second was taking the Ethan-Julia story and bringing it a more crystalline resolution than the one we had provided in Ghost Protocol. Tom and I thought that Ghost Protocol was closure for that story. But, because it was so ambiguous, it wasn’t closure enough for a lot of people. Wherever Tom went, he found himself being asked about it. So, I knew I had really good emotional material to deal with once Tom sought closure for that story.

During Rogue Nation press, you mentioned how you pitched an idea for its follow-up during production. Apparently, Tom was immediately taken with the idea. Was that the nightmare scene?

On Rogue, I walked in to tell Tom the idea for the next movie, and I said, “Hey, I’ve got this great idea.” He immediately turned around and said, “Oh, you mean I’ve gotta break Solomon Lane (Sean Harris) out of prison in the next movie, because I need him for the mission?” He and I were thinking along the exact same lines, and we were already thinking about what the next movie was. I don’t presume anything in terms of what project, if any, Tom and I are going to do next. So, when I tell Tom something like that, I’m not staking my claim; I don’t have any pride of authorship. That’s an idea for Tom to take or leave. I’m not precious about my ideas. If you’re worth anything, you’ll have more. (Laughs) It really wasn’t until the movie was finished that Tom said that he wanted me to do [Fallout]. And, I was very reluctant to do it for several reasons, not the least of which was I had just done one; it was very hard. The A400 stunt was a really complicated stunt to come up with, and I couldn’t imagine what was left after five Mission movies. I just didn’t know what else Tom could do, and I couldn’t imagine thinking up a big enough sequence. The other reason that concerned me was I knew that fans of the franchise had come to expect a different director every time. And when I told Tom that this was a precedent, he said, “Precedents are made to be broken; I want you to direct the movie.” So, I said that I would do it, but I’m going to come back on the condition that I’m a different director, because I wanted this to be a very different movie. That’s when we first had the conversation about it being a more emotional movie — a little less fun and a little less flip than Ghost Protocol and Rogue Nation. It was also discussed that it be darker, more emotional and more about Ethan as a character. That was very calculated because it’s not the sort of a movie I had just delivered, and it was going to go a long way towards creating the impression of a different filmmaker.

You also mentioned during Rogue press that you had numerous leftover ideas for Tom and the next filmmaker (which ended up being you). Were you able to incorporate some of those ideas?

Almost all of them. In fact, the stuff that didn’t make it into the movie was not action stuff. Tom and I had been talking about a (high-altitude, low-opening parachute) jump for a long time; we’d been talking about a helicopter sequence for a long time. I knew early on that we were going to do this motorcade sequence with Lane, which then evolved into the Paris chase. So, those things were there already. The stuff that didn’t make it into the film, and there’s remnants of it in the movie … when they go into the bathroom, the whole idea was to assume the identity of John Lark. Ethan ends up having to assume Lark’s identity without the mask. That was gonna be the plot of the whole movie: Ethan assumes the villain’s identity, but looks like himself. And, he must go on convincing people that he is the villain, which forces Ethan to have to do darker and more horrible things in pursuit of his aim, the first of which was breaking Lane out of prison. That was eventually going to take Ethan down a very dark path, all of which Tom really embraced, and which I pursued for a very long time. But, in clinging to that idea, I realized that the movie was not moving forward. It was becoming more about that idea as well as much more intellectual. It was happening at the expense of all the other characters, and the movie was just getting very long before getting back to the things you’re obligated to do in a Mission: Impossible. So, I let it go, and as soon as I let it go, the whole England segment of the movie came together.

Was there ever a point where you had Ethan making the “hard choice” and actually killing an innocent as “John Lark” in order to maintain his cover?

I’m going to withhold a detailed answer to that because the lesson I have learned is that anything we throw out comes back. The example being: When Lane says to Ethan — “Your mission should you choose to accept it… did you ever choose not to?” — that was a scene we cut out of Rogue Nation. There was a confrontation between them earlier in the film, and for a lot of reasons, we had to take it out. Ultimately, I was grateful that we did because it was in the wrong place. And then, it came back to work in Fallout. I will say that I wrote a scene that took Ethan to a very dark place, and when I pitched it to Tom, he said, “Well, how about this?” Tom took the scene even darker, and I was quite surprised. I said, “Do you really want to go there with Ethan?” Tom replied, “If we’re going to go for it, let’s go for it.” So, it taught me something in terms of the boundaries of this character and the boundaries of this franchise are even more limitless than I thought.

Did the idea for the "Wolf Blitzkrieg" scene evolve from Solomon Lane’s glass box in Rogue?

Actually, no. We refer to those kinds of scenes as a “mousetrap.” And, in the very early stages of Rogue Nation, we had wanted to open the movie with a mousetrap. We could never quite make it work, and we really struggled with it because there were a lot of creative people involved and a lot of rules to that scene. We were trying to be too clever, and the scene was always collapsing under its own weight. But, that idea came together in Fallout, simply for the fact that I wanted the audience to experience for one minute what it would be like if the villain actually won because you never feel that in these movies. All of these films, even Bond films, the doomsday scenarios never play out. And rightly so; the movie can’t recover from it. But I wanted to make the beginning of the movie about all of Ethan’s worst nightmares. I wanted the audience to experience them, and then let them off the hook before the movie started. That was my way of giving you a taste of what could happen. It’s not how they fool Dr. Delbruuk (Kristoffer Joner). Whether you figure it out or not that something is afoot, that’s not what I’m after in the scene. What I’m after in the scene is for the first minute and a half of the scene, where you’re thinking, “Oh, my God, this really happened. … Ethan really failed,” you’re confronted with that horror. You can feel what it would be like if Ethan ever messes up. That’s all meant to put you in his shoes for that minute and a half.

You've talked a lot about how Rogue Nation taught you that you can't control a Mission: Impossible movie. The more you try, the more it runs you over. You've also been open about having a 33-page script to start production. Presumably, a finished script controls the movie more than anything, so I’m curious to hear a bit more about this approach and is this something you’ll use in other films/genres — or is it just suited for Mission?

It’s an approach that I will reference rather than use. Something I’ve said very often about writing: There are no rules until you write them. You start with a clean page, and you quickly convince yourself that I can’t do this because that has happened, or I can’t do this because I want that to happen. What Mission has taught me is just let all that go. What needs to happen? What needs to happen next? What is the most compelling thing that can happen next? Like you were just saying, the finished screenplay rules. In Mission, the finished screenplay does not. The finished screenplay actually confines and limits. Through discovery, all I really need to know is where is the location and what assets need to be there on the day including vehicles, props, sets and actors. Everything that happens in that scene is malleable, and it can change so long as it conforms to what’s been shot. It does not need to conform to what hasn’t been shot. What hasn’t been shot is completely malleable. So, if we make a discovery on the day, we can change it, but, of course, we can only change it so much. If you already shot the scene that comes before, you have to honor it. What Tom and I have done is we’ve developed a pretty solid set of muscles in terms of how to shoot a scene so that scene can be manipulated, so that it can be quickly reshot. For example, all of the information dumps in a Mission: Impossible movie — whenever possible — are in a car, a phone booth or a confined set of some kind so we can go back and reshoot that stuff. We can change it if we really need to. And, all of the character stuff where we’re finding those characters, whenever we’re shooting it, we cover the scene in such a way that I can lift whole chunks of the scene out if they don’t apply to the movie anymore. So, it allows us to explore. The biggest and most important thing on this movie, in the early stages, was locations. I didn’t really concern myself with what happened at those locations. I just wanted the locations to look like a great-looking spy movie.

To that point, Rogue Nation looks and feels like a summer movie. There are some colder scenes in the film, but the Morocco segment of the movie, as well as the underwater sequence, create a warm feeling that you've now differentiated via Fallout. Did you intend to make a colder-climate movie — to contrast with Rogue — or did the locations of the stunts/sequences decide that for you?

Without question, it was the locations. I was actually trying to make a warmer movie. (Laughs.) Of course, we ended up in New Zealand in the winter. What I loved is that we were in Paris in the spring, and we were supposed to be in London in the summer — and then Tom broke his ankle. So, the whole foot chase, which ended up being shot in January, it should have been shot in August. It all lends itself to that. The only scene I wanted to be cold was the scene where Ethan wakes up in the opening of the movie. I told [cinematographer] Rob Hardy that I wanted the room to look cold, and, of course, the way to naturally do that is to make the scene look blue. Hardy, by nature, is a contrarian, and he doesn’t like tropes — at all. He’s not one of those guys who goes at the wheel just because the wheel is round. He said that he’s seen that before and didn’t want to do that. He said, “It’ll look cold, but the light will be warm,” which I thought was a pretty odd statement. When we were shooting the scene, the room didn’t look cold. The room, if anything, looks almost candlelit. Of course, the location we were in was an abandoned building so it was quite cold. Tom, who was lying on the bed, was very cold so we brought in red space heaters. Right before we went to shoot, I had the crew leave the space heaters in the shot. And the space heater, even though it’s bright red, is telling you that room is cold. The added benefit is Tom wakes up from this nightmare basked in this eerie red light. Well, when we went to Milford Sound to shoot the wedding, we had to shoot that entire scene in an hour and had one specific day when we had to go. Usually, the weather is quite lovely, but it’s also winter in New Zealand. It was sunny all day; it was really beautiful. And by the time we got there, the clouds had rolled in and it was really cold. It gave that opening scene this sort of livid feel. Of course, you can see all the characters’ breaths, and we were resisting that at first. But then I realized that this is a nightmare. There’s something wrong right from the opening frame even if you don’t quite know what it is. So, we embraced it. And I think that’s what you’re feeling. All of that was circumstance. It wasn’t an attempt to make it look cold. Tom and I are always looking for warm color palettes, knowing that we want to sell this movie as a summer movie.

Aside from Ilsa shadowing Ethan, my favorite scene expanded on a device you started in Rogue. When a plan is pitched, Ethan and his team would envision the plan’s worst-case scenario (instead of it being explained). When the Solomon Lane extraction plan was pitched, Fallout really upped the ante from a character standpoint as Ethan’s inner conflict, morality and need to protect innocents at all costs was again put on display. Was there a definitive point where you realized you could make these fantasy scenes more character driven as per your objective in this film?

Well, it’s interesting that the two things you have cited are my two favorite scenes in the movie.

We both have good taste it seems.

(Laughs.) I think so. That whole sequence with Ilsa (Rebecca Ferguson) and Ethan — her following him all the way through to London — is my favorite stuff in the movie. And a big reason why is that’s all the kind of stuff that never survives. It never makes it into a Mission: Impossible movie. Interestingly enough, it never came up as an issue. People, for whatever reason, really responded to that scene. The other scene you’re talking about we call the “What if?” You need to know what’s supposed to happen so that you can enjoy it when everything goes wrong. And by knowing it in advance, we don’t have to explain it to you; the scenes become wordless. I had not provided for that scene in the movie, and Tom said what he’d like to see is what’s supposed to happen. It was very unusual that I hadn’t even thought to write it in.

So, I went back to write it and thought how in every one of these, there’s someone explaining it so that we know it’s not actually happening. What if I simply left out the explanation? How would that feel? Of course, I designed it to be a oner, a solid tracking shot following Ethan. Finally, I knew instinctively not to use sound design, but to use score. I was thinking the music was going to be this almost grating, a high-pitched whine, something really disturbing. It was when [composer] Lorne Balfe played that piece of music for me, that was one of the first things Lorne wrote before there was even a movie. That piece is playing over the wedding, the Ilsa and Ethan scene, but all the high strings are taken out. It’s also playing over the Ilsa-Luther (Ving Rhames) scene and the scene at the end. It became this music — high strings and low — that represented Ethan’s burden and Ethan’s regret. It plays in all of those moments in the movie. Eddie Hamilton, the editor, suggested that I put sound design in Ethan’s “What if?” scene. And I said, “Why?” He said, “People, when they’re hearing the music, are going to know right away that this is not really happening.” I remarked, “On the contrary, if you put sound design in there, they’ll believe it’s happening, and when you reveal that it isn’t, they’ll feel cheated. If people figure it out, you want them to figure it out before we cut back to White Widow’s compound.” This goes back to the scene at the beginning of the movie with the plutonium. We’re taking you right up to the edge of a darker, more catastrophic movie and reminding you of what could happen. We’re making you feel what Ethan’s fear is before we bring you back to reality. That’s what all of those dreams were: a constant reminder of Ethan’s worst fears, conveyed in a way so that you felt it rather than having it explained to you.

Every time I heard that piece of music, the movie had me in the palm of its hand.

It’s effective composing; it’s excellent score. Interestingly enough, it’s wholly original. Much of the movie is a manipulation of Lalo Schifrin’s original score, and I’m just especially proud of the fact that I think the most effective thing emotionally in the movie is wholly Lorne’s music.

There are moments throughout the film where Ethan is asked how he’s going to do something and he replies with lines like: “I’ll figure it out” or “I’m working on it.” Were these moments metacommentary of your own since you often didn’t know the particulars of what was next?

What we talk about all the time is that making a Mission: Impossible is not unlike watching a Mission: Impossible. What the team is going through is very often what we, as filmmakers, are experiencing. One is a reflection of the other. Whether that was conscious or not, that’s very much an element of making these movies. "We’ll figure it out!" The number of times I’ve given direction to an actor and they say, “What am I responding to?” I’ll then say, “I don’t know what you’re responding, but the way you respond will inform how I create the thing you’re responding to.”

During the midproduction hiatus, what was the most significant addition to the screenplay based on the footage compiled to that point?

London. Tom broke his ankle on day one of shooting the foot chase, and we didn’t really know at that point what his interaction with Benji (Simon Pegg) was. We weren’t sure that we had St. Paul’s Cathedral. We certainly didn’t know anything that happened in the scene where Hunley (Alec Baldwin) shows up. That was completely up for grabs. There were outlines of ideas, but they weren’t particularly dramatic. They were just tying up a lot of loose ends. They were tying up story points that we thought needed tying up, but it wasn’t really dramatically compelling. When Tom broke his ankle, I was able to figure that stuff out.

When such challenges present themselves, including a broken ankle, mustache and pregnancy, did you ever fall into the trap of thinking the universe was plotting against your movie or did optimism always prevail?

Tom and I have learned from having made nine movies together in 12 years. Disaster is an opportunity to excel. When things go wrong, it forces you to be more creative, and you invariably finish the movie looking back on that thing and say, “Boy, if that hadn’t happened, just imagine what the movie would have been like if we’d gone according to plan.” If Tom hadn’t broken his ankle or if the weather had been going our way on a specific day, you learn to embrace that stuff. You accept it as part of the process and just take it for what it is. Chaos is a very important part of the process — at least for us. It’s an ingredient. It’s not anything we enjoy. I’m not one of those people who invites or creates chaos. When it comes, I know it’s the greatest gift in the ugliest packaging.

In Fallout, Julia (Michelle Monaghan) saves herself rather than going back to camp and waiting to be saved. You also avoid the common trope where the ex-spouse of a spy or agent is resentful. Ethan's haunted over what he thinks he’s done to Julia, and yet, she didn’t stop living. She moved on; she's actually happy. Can you talk about your knack for agency in all your characters and how you didn’t turn Julia into a victim?

The simple rule was: Women cannot be damsels in distress. And, I almost took that too far –– to the point where I almost didn’t have Ilsa end up in the situation that she did. I then had the voice of an overreacting internet in my head saying, “We really loved Ilsa in the last movie and you made her a damsel in distress.” I thought to myself, “Wait a minute, everybody is in danger in this part of the movie.” It wasn’t that she ended up in the web that she did; she had to get herself out and that made all the difference. So, what I was especially proud of when I stood back from the movie at the end, there’s not four women; there’s actually five. There’s Erica Sloan (Angela Bassett), Julia, the Widow (Vanessa Kirby), Ilsa and the Parisian cop (Alix Benezech). All the women in this movie own the scenes that they’re in, and they’re all there throwing Ethan off-balance. They’re not people who look to Ethan with any sort of dependence. They’re not looking to Ethan for protection or to solve their problem. His game is thrown off by each and every one of them. That’s the thing that I like so much.

I’m curious about the concluding scene and how Ethan and Ilsa didn’t kiss again. When it came to Rogue Nation and Edge of Tomorrow, I recall you saying that instinct on set made each decision. With Rogue, I actually didn’t want them to kiss, but in this movie, I found myself rooting for it as these two have been put through the wringer. Perhaps, it would’ve been a little strange to have Ilsa follow Julia’s forehead-kiss goodbye with one of her own. Anyway, did instinct again decide how Fallout’s closing scene played out?

Yeah, it didn’t belong there. There was another scene where it happened, and it happened quite instinctively. It wasn’t written into the script. That part of the scene, I thought was very effective. How they got into the scene was not, and it weakened Ilsa’s character. It appeared to strengthen her, but it weakened her. We really debated that scene for a long, long time. I finally realized the only reason I’ve got this scene in the movie is for aesthetic reasons and not because it makes her a stronger character. It made Ethan’s character stronger at her expense — having nothing to do with the kiss. We ultimately cut it out of the movie, and it wasn’t long after the photograph was shown to Ethan. What people were feeling was that the relationship with Julia, whether you knew what it was or not, it was not resolved in the context of our movie. Why is he involved with this other woman in any emotional way when he has this other unresolved emotional relationship with Julia? Ethan just became confusing. His desires became confusing. His dreams and his fears became confusing. He felt a little bit selfish. So, there was really no way to have the kiss in the movie simply because of the construct of the Julia story. The Ilsa story has to wait for the Julia story to be resolved, and by the time it is, there’s no time for them to have that moment. And by the end of the movie, I ended up feeling that I’m not ready for them to define what their relationship is. I feel better with their relationship not quite yet having found its endpoint. I want to see more of Ilsa. And once their relationship is resolved, there’s no tension left.

Do you know what Ilsa said to Julia in the last scene?

I don’t know what Ilsa said to Julia, and I didn’t ask.

How many minutes of deleted material do you expect to have on the Blu-ray at this point?

There are no deleted scenes. We put together a deleted “reel of shots.” I’m a big believer that the movie you’re seeing in the theater is the director’s cut. If I can’t defend it for theatrical release, it doesn’t belong in the movie. And yet, there was some really beautiful photography and some very nice moments with great locations. So, Eddie Hamilton and I created a little gift box. You can either watch it with some commentary, where we explain the process by which we take certain things out, or you can just listen to it with music. A few minutes of things that we were loath to cut out of the movie, but we had to. It’s really a way of demonstrating to people who are into the process that something can always go. You’ll look at a lot of these shots that are breathtaking, and while you would like to see them in the movie, that is the discipline of filmmaking. There’s a quote from Antoine de Saint-Exupery who wrote The Little Prince, “Perfection is achieved, not when there is nothing more to add, but when there is nothing left to take away.”

Was Sean Harris aggravated that Solomon Lane survived again? [Because Harris didn’t want to appear in several franchise films, McQuarrie had to promise Harris a swift exit before joining Rogue Nation.]

(Laughs.) Not at first, but because it a very long shoot, I think he was probably wishing that somebody would just kill him and get it over with.

Obligatory Edge of Tomorrow question: Have you ever contemplated what Rebecca Ferguson would look like in an exoskeleton combat suit?

[Laughs] I have not. That’s a darn good question. That’s definitely worth contemplating if we ever make that movie.

Tom recently said that it took 33 years to come up with the story for another sequel that you were heavily involved with as of eight years ago. A lot has changed since then, but did you ultimately contribute in some capacity to Top Gun: Maverick's story and/or script?

I know what it is, and I’ve given my two cents.