The Mission: Impossible franchise is hands down one of the best and most fertile film series running right now, which is all the more impressive considering it’s been going for over two decades. Now six films deep, the key to the Mission: Impossible series has been its willingness to evolve and change with each entry, as every director puts his own stamp on the “spy movie” genre using the basic tools of what a Mission movie should be. But as much as the series has changed from film to film, one single entry in particular went through a serious amount of evolution during development: Mission: Impossible III.

Indeed, while J.J. Abrams’ finished version teed up the template for the current state of the Mission franchise, getting there was no easy task. No less than two other directors took a stab at Mission: Impossible 3, and an entire cast was hired and then fired, all before Abrams and his team crafted the story we now know as M:I III. This is the crazy true story of Mission: Impossible III.

When Tom Cruise first kicked off this franchise with 1996’s Mission: Impossible, it was his first project as a producer, and he was serious about kick-starting his own franchise the right way. He hired acclaimed director Brian De Palma to adapt the Mission TV series into a compelling feature film, and while that film had its own development issues (De Palma and Cruise reportedly butted heads throughout production), it turned out to be a winner. Cruise subsequently hired John Woo to take the helm of Mission: Impossible II and move the series into a radically different visual space, with Cruise aiming to blow out this franchise into a major blockbuster event. That worked as well, and the 2000 sequel outgrossed the first Mission by $100 million, sitting pretty at a worldwide total of $546.4 million.

Paramount Pictures was, understandably, eager to get going on Mission: Impossible 3 sooner rather than later, and while Cruise went and tackled the back-to-back productions of Vanilla Sky and Minority Report, he was also searching for the right filmmaker to steer Mission: Impossible 3. As it turns out, in 2002 he and Paramount settled on an exciting albeit surprising choice: David Fincher. The Fight Club filmmaker was just coming off the box office hit Panic Room and Cruise sparked to his strong visual talents as an exciting choice to helm Mission: Impossible 3. And perhaps even more surprising, Fincher was interested in taking on another franchise film after his disastrous directorial debut experience on Alien 3.

At the time, Fincher praised the “really cool” and “violent” idea they had in mind for M:I 3, and while he admitted as a filmmaker you “can never make exactly the movie you want to make,” he conceded that if Paramount let them do “even half of what we want, it should make for an interesting film.” The studio hoped to get the film ready in time for release in Summer 2004, but unfortunately the world never got to see what a David Fincher Mission: Impossible movie would look like. About a year after Fincher became attached, he committed to making The Lords of Dogtown his next film and subsequently fell off Mission: Impossible III. He would eventually exit the director’s chair on Dogtown in favor of making Zodiac, but he subsequently alluded to potential creative disagreements as a reason for leaving Mission:

“I think the problem with third movies is the people who are financing them are experts on how they should be made and what they should be. At that point, when you own a franchise like that, you want to get rid of any extraneous opinions. I’m not the kind of person who says, ‘Let’s see the last two, I see what you’re going for.’ You’ll never hear me say, ‘Whatever is easiest for you.’”

Paramount wasted no time in finding a replacement, however, as Cruise sparked to filmmaker Joe Carnahan after seeing and helping secure theatrical distribution for the director’s gritty crime drama Narc. Carnahan signed on to direct Mission: Impossible III in February 2003, and he began developing a script with Dan Gilroy (Nightcrawler) that Carnahan described as a “punk rock” version of Mission: Impossible, one that distanced itself from Mission: Impossible II, which Carnahan considered “a parody of a spy movie”.

Carnahan crafted a story that involved the privatization of the military and Africa, with a villain inspired by Oklahoma City bomber Timothy McVeigh. But as development continued, Carnahan’s vision didn’t exactly match up with what the studio had in mind. He wanted to make a film in the vein of 70s paranoia dramas like Marathon Man, admitting his version of the film would have been “a $50 million version, not the $186 million version that it was ultimately budgeted for.” But in 2003, Hollywood was in the wake of the immense blockbuster success of franchise films like Spider-Man, Harry Potter, and The Lord of the Rings, and Paramount understandably wanted something “big” to sell. Carnahan continued to resist blowing out the scale of the film, but producers brought in Robert Towne—who co-wrote the first two Mission movies—to rewrite the script.

Reflecting on the experience, Carnahan says he couldn’t get onboard with the new script:

“I thought it was bad and uninspiring. I thought it was more of the same from [Mission: Impossible II]. We started having these vocal disagreements about it. Looking back, I should have just shut up and done my thing, but I couldn’t go down that road.”

As development continued, casting bubbled up. Kenneth Branagh was hired to play the villain, Carrie-Anne Moss was onboard as the female lead, and Scarlett Johansson—red hot off of Lost in Translation—was also cast. But in July 2004 the creative differences were too substantial to overcome, and Carnahan left the project in the midst of pre-production.

Less than a month later, Paramount announced that J.J. Abrams had been hired to step in and take over, making his feature directorial debut on what was quite genuinely a speeding train. Cruise chose Abrams after bingeing the TV series Alias, but Abrams had his own scheduling hurdles—he was in the midst of editing the pilot for a TV series called Lost, which was about to debut on ABC.

So Paramount—which had at one time planned on releasing Mission: Impossible III in the summer of 2004—now agreed to push the start of filming to the summer of 2005, and Cruise opted to make War of the Worlds in the Fall 2004 slot that was penciled in for Mission: Impossible 3‘s production. Once Abrams finished up Lost, he turned his attention to Mission and quickly realized he had his own story to tell. Abrams enlisted fellow Alias writers and The Island scribes Roberto Orci and Alex Kurtzman and got to work overhauling the script, at which point it became clear that Mission was undergoing yet another major evolution.

In May 2005, Johansson and Moss dropped out of Mission: Impossible III citing script changes and scheduling delays. Indeed, Abrams explained it made little sense for the actors to keep waiting around for roles that were being entirely reworked: