26 Things We Learned from Tom Cruise and J.J. Abrams' 'Mission: Impossible III' Commentary

"I just love watching you run."

Commentary Mission Impossible

Welcome to Commentary Commentary, our long-running series of articles exploring the things we can learn from the most interesting filmmaker commentaries available on DVD and Blu-ray.


Mission: Impossible is the best ongoing action film franchise. Period. The sixth entry, Mission: Impossible – Fallout, hits theaters later this month, and the preceding five are already something extraordinary on the whole with the most recent three being legitimate action classics. Mission: Impossible III is actually my favorite of the bunch out of the first five due in large part to the emotional core it brings to the action, suspense, and drama. It also has the franchise-best villain too. (You know I’m right.)

Keep reading to see what I heard on the commentary for…


Mission: Impossible III (2006)

Commentators: JJ Abrams (director/co-writer), Tom Cruise (actor)

1. The opening scene — an in medias res sequence that we then flash backwards from — was originally conceived as not featuring Owen Davian (Philip Seymour Hoffman) at all. It was a few weeks into filming when they realized that was dumb. It had already been shot with Brownway (Eddie Marsan) as the heavy, so Abrams had to call him up and let him know all of his lines were being given to Hoffman. “He was such a gentleman.”

2. They knew opening the film without a big stunt and with Ethan Hunt (Cruise) in severe emotional distress was a change of pace for the genre and franchise, but they hoped the shakeup would still deliver tension, thrills, and a surprise. They succeeded.

3. It was Cruise’s idea to have Hunt lip-read at the party as a way to highlight how his behaviors transcend his work and personal lives. The later scene with John Musgrave (Billy Crudup) helping Hunt escape originally had him whispering, but because of this party setup they instead shifted it to have Hunt lip-reading again.

4. Cruise’s character’s apartment in Eyes Wide Shut was actually Stanley Kubrick’s old apartment. He shares this after Abrams recounts how the house-set here is essentially modeled after his own home.

5. That’s Abrams’ voice on the phone calling Hunt at the party. His hands also cameo as the coroner removing the explosive charge from Lindsey Farris’ (Keri Russell) dead head.

6. They both *love* the shot of Hunt tossing the cooler ice into the backyard so he has an excuse to go get more. They can’t exactly explain why.

Commentary Mi Mid

7. It was Steven Spielberg’s idea to deliver Hunt’s mission via a disposable camera.

8. Both Hunt and Zhen Lei (Maggie Q) had fight scenes en route to rescuing Farris, but they were cut to improve pacing.

9. The helicopter through the fireball was accomplished with a practical fire, a miniature helicopter model, and minor CG touches. “That’s beautiful. Come on.”

10. An early version of Farris’ death featured the eye popping a little bit and spurting blood onto Hunt’s face. Abrams seems to have preferred that version, but they don’t say why they changed it up. Maybe an MPAA issue?

11. A crew member “who shall remain nameless” is accidentally caught on camera at 33:07. She’s barely glimpsed ducking out of view during the tracking shot, and while they tried re-shooting the scene several times that first take remained the best so they used it.

12. Abrams gave a girl a panda bear ring in first grade, but she lost in down a sink disposal. He spent $20 in quarters trying to get another one out of the vending machine to no avail.

13. Cruise hurt his knees walking up the wall in Rome, and then he actually hit the ground on one of the takes coming down the other side.

14. They couldn’t control the area for the scenes shot around the actual Vatican, and crowds gathered which caused interruptions. “So what we did is about a block and a half away from this location we set up a phony shoot, and we had three girls in bikinis and three old women dressed as nuns, and we had a camera and we had a tent. We pretended to be shooting something.”

15. Maggie Q had to learn how to drive a car for this movie. This sounds crazy, but Abrams says it as if it’s true and he wouldn’t lie to us right? Unless it was about his mystery box I mean.

16. Abrams finished writing the airplane interrogation scene just ten minutes before they began filming it.

17. Cruise’s love for doing stunts and having a blast in the process is well-documented, but he gets very serious during the sequence where Hunt threatens to drop a tied-up Davian out of the plane. “Now this is actually, uh, tricky. Anytime someone, if I’m in a scene with someone who’s doing a stunt I always feel, more…” He peters out before returning to praise Hoffman for actually doing this sequence himself.

18. Of all the things he deals with on action movies, it’s breaking glass that makes Cruise a little nervous. “I’ve had glass in my eye before, it’s not nice.”

19. Abrams added subtitles to the shot around 1:06:37 because he wasn’t a fan of the visual fx and hoped the subtitles would distract viewers.

20. “Listen carefully to the flute,” says Abrams during the scene where Musgrave mouths his support to a secured Hunt. “It’s the Mission: Impossible theme.”

21. The scene where a disguised Hunt buys an airplane ticket was filmed on the day Cruise had learned that his then-wife Katie Holmes was pregnant.

22. Cruise suggested they not even show Hunt stealing the rabbit’s foot. They were in the middle of conceiving the sequence and all agreed it was a perfect idea. The rabbit’s foot is a MacGuffin after all.

23. They had to get permission from the Chinese government to have the buildings remain lit for the skyline shot of Shanghai at 1:33:36.

24. That’s Cruise’s hand at 1:35:50 pretending to be Marsan’s hand pressing the charge gun to Cruise’s nose. He’s also biting his own hand a few minutes later pretending it’s Crudup’s.

25. Cruise is wearing a chest plate during the scene where Julia (Michelle Monaghan) slams his chest trying to perform CPR on him.

26. Abrams is credited as a Digital Artist as he received a quick fx tutorial by ILM and contributed to three shots during the Berlin sequence.

Best in Context-Free Commentary

“Greg [Grunberg] is my oldest friend since kindergarten, and he forces himself into everything I do.”

“That was a CG gun you threw.”

“You have to have emotional geography and physical geography in a scene. You negate either one, and audiences start removing themselves from the scene.”

“I love the chocolate line.”

“It’s our homage to Get Smart.”

“We kept having flopping guard problems in post.”

“That’s Phil in a Phil mask.”

“Now I know I love closeups, and maybe I use them too much.”

“I am upside down there.”

“Again, I love your running here.”

Final Thoughts

This is such a great movie, and both Abrams and Cruise deliver a fun, informative, and appreciative commentary. Cruise is constantly thrilled by the scenes, cast, and effects to the point where he often interrupts thoughts mid-sentence, both Abrams’ and his own, and his enthusiasm is contagious. It’s clear he’s thrilled with the direction the franchise took with Abrams’ involvement, and it proved prophetic as the series has only continued its climb. Highly recommended commentary on a highly recommended film.

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