BUCKINGHAMSHIRE - For the first half of my stay on set, I catch glimpses of Jeff Wadlow, but from a distance only. The soundstage I'm on is taken up largely with a rooftop set, and it's on the rooftop that Wadlow is busy staging and shooting the intense final fight between Kick-Ass (Aaron Taylor-Johnson) and The Motherfucker (Christopher Mintz-Plasse), something that's been brewing for two full films now.

It's not until lunch that I got the chance to really sit down and talk with Wadlow, and while he and I were unfamiliar with each other, he seemed immediately ready to discuss anything. I talked to him first about how many familiar faces I saw in every department, and how most of them had a fairly strong sense of what a "Kick-Ass" film should be since they were there for the first one. From Wadlow's script, I got the sense that he had an equally strong idea about what a "Kick-Ass" movie should be, and I asked him how he'd found the process of working with this full company as the newcomer.

"It's been great," he began. "I mean, I've been very lucky in that once they read the script they were in. And I think as you said, that was everything.  When there's talk of the sequel happening without Matthew directing… I heard from my agent, you know, that nothing was a done deal, and he didn't have options on the cast, which was not typical. Normally you have options so it's not really that much of an issue."

Marvel, for example, is famous for putting their casts under multiple options with their contracts, doing their best to wring the most appearances for the lowest cost out of each of their characters. When Marv Films made "Kick-Ass," they didn't lock everyone down for a sequel automatically. Everyone renegotiated this time, and that means that every one of the actors had to be convinced it was worth their time to come back, that they'd make something that would honor the first film, that would let them push their characters somewhere new.

"What gave me a lot of confidence going into production is that they read the script and they were like, 'We're in.' So okay. They get it, they get what I'm about and what I want to do. And so we're on this journey together now, and from that point, I didn't really worry much more about having to win them over."

One thing no one would ever say about the first "Kick-Ass" is that it was shy about its subject matter. "Kick-Ass" is marked by big choices, brash voices. I asked Wadlow how he approached the adaptation and how much room there was to simply respond to the first film and invent his own moments. "The collaboration with both Matthew and Mark has been fantastic for two reasons. One, they've empowered me to make my movie, and that speaks volumes about them as filmmakers and their understanding of the process. They realized early on there was no point in bringing me in if they were going to stop me from making my movie." Even so, that can be harder for some filmmakers to practice than it is to preach. "What's the point? I should just go home if that's the way they want to make a movie. Fortunately that's not the way they want to make the movie at all. That's one side of the coin. The other side of the coin is that they are such strong creative voices and they still have such ownership of it. I talked to Matthew for about an hour every day, right? Even in production. More in prep, but even in production. And the same with Mark. I speak to him on a regular basis. Their stamp is all over this project. Because they're such strong voices, I perceive my role in this as having just as strong a voice and rising to the occasion and pressing for my point of view. The majority of the time we agree and the best idea wins. On the rare occasion when we didn't completely see eye-to-eye on a particular idea or character or design, I had to articulate myself loudly and clearly, and just as loudly and clearly as they do.  Sometimes it would go their way and sometimes it would go my way. The point is the best idea always won because you had to show up and bring your A-game."

If you're a director working with Jim Carrey, there are two things you have to pay special attention to while shooting: first, there's Carrey. Second, there's everything else. Every filmmaker I've spoken to about working with Carrey has said that it's a lot of energy that gets thrown at you, and it can be incredible for collaboration if you figure out what to do with all that energy. I asked how Wadlow found Carrey as a presence on the set. "He was a lot… and in the best possible sense. The good news is he loved the first film. He really got the first film. I'm sure you've seen that clip of him on Conan where he's wearing the Kick-Ass costume. To have a star of that wattage show up and be a fan of the property already just creates a win-win for everybody."

I asked how much time they had with him. "He only worked eight days on the movie. I think Nic Cage didn't work many more than that on the first film, so, you know, it's the nature of the beast with these parts. It was the same thing from my last film, 'Never Back Down,' with Djimon Hounsou. He only worked two weeks on that, but he's all over the movie. It's just about creative scheduling and making the most use of the time you have them."

I was curious to hear how hard it was for him to find the right Mother Russia for the movie, and Jeff explained, "To find her… as soon as we hired our casting director, Reg Poerscout-Edgerton, that was his mission statement: to find Mother Russia.  One of the reasons why he got the job is he'd worked on the Bond movies and he said, 'Look, I know how to mount a global search for someone.' Usually it's for the most alluring female possible, and this is not exactly that. She's attractive for different reasons, but he's like, 'I get it.'  He began that process with us and we looked at a ton of people. I still have a folder on my computer called 'Mother Russia,' and there's probably 50 women in there that we screen tested, read, did hair and make up shoots with… different levels of that kind of investigation to see if they were right for the part. There were even moments where I felt like we weren't seeing enough people, so I found all these like, there are these female bodybuilder fetish sites. So, yeah, I'm like pen pals now with a web master for one of them."

"Your Google history must be fascinating," I told him.

He laughed. "It's dark. He actually put me in touch with a lot of these women because he knows them personally, for obvious reasons. I would contact them on Facebook and sometimes they would be totally game. Other times I'd get responses back like, 'What motion picture company do you work for, and is it reputable?' I'm like, 'Universal Pictures, and whether it's reputable or not, it's pretty big.'"

He laughed at the memory, working on his lunch as we spoke. "It was a massive search, and it took a lot of time. We brought Olga in for like four rounds of testing. Hair and makeup, wardrobe, fight testing, camera tests. We read her every time, and every time she got better and better and better. She didn't speak English, which was a big con for her, and it's why we probably took a little longer than we should have pulling the trigger on her. It was just like… she's perfect but she doesn't speak English. This makes me very nervous."

I told him some of the stories that Rob Reiner shared about directing Andre The Giant phonetically for "The Princess Bride," and that performance is enormously charming because of Andre. He still projects so much charisma even if he wasn't 100% sure what he was saying. "It's probably not dissimilar at all to what I'd do with Olga," he said. "We had a translator on set. There was a lot of me doing what she would have to do, showing her the moves and the moments and the beats. And thank god, Olga is very smart and very intuitive and quite a gentle sweet soul. She is not at all the part she was playing. She'd pick up on things very quickly, it didn't matter that there was a language barrier. She was very aware of the dynamics and the emotion of the scenes. She's fantastic in the movie."

It was still a week before Thanksgiving of 2012 when I was talking to Wadlow on-set, and at that point, I hadn't seen a screening of "The Hobbit" in the much-discussed 48 FPS process "HFR." I had noticed several times that Wadlow was shooting at several different frame rates. I know that Vaughn played with the Phantom camera and the way it handles super slow-motion in the first film, and I asked Wadlow how he was using the various frame rates I'd seen. "I'm really just using it for visceral stuff and action stuff. I did it on my last movie, too. When you're in close, if you shoot at 48 frames… I'm gonna have to get geeky about it… I like shooting fights at a 90-degree shutter angle because it has a sharper energy. You shoot at 48 frames, you drop it to 24, that's the same as a 90-degree shutter angle, right. So you go 48/180. You drop it to ]24-90. What that allows you to do is, say there's a couple moments you just want to open up, right. Not even making them slow-motion moments… still keep the audience in the present tense… but the fight can go so fast sometimes that you just want to open them up and give the audience a chance to see what's happening. You keep the audio going in a realistic real-time way, but you just take those ten frames and you just, you know, just open them up a little bit and suddenly the audience's comprehension of the fight goes way up. It can even sometimes just be a frame. Say there's a punch and you're looking at 24 frames, and the shot's here and the fist is here in one frame and in the next frame, the fist is here, and you're like, 'Oh, I wish I had it where the fist was here.' Well, we got that frame."

I asked him how he's changed up the fight style of the film. On the first movie, Vaughn tried hard to create long unbroken shots if he could, allowing you to see a fairly decent stretch of choreography play out. The fight I saw Wadlow shooting was dirty and gritty and there was a ragged quality to it that felt intentional. "From a photographic standpoint, I like a long developing shot as well.  We have some shots in this movie that… I mean nothing like the Joe Wright shot from 'Atonement' or 'Children of Men.' I have done a few scenes that are just one shot, and you do like these wrapping stedicam moves that evolve and hand off from one character to another. I love that style of filmmaking, and I really appreciate what Matthew did in the first film.  Having said that, I also like moments where you just punch through things and it's very aggressive storytelling. I think that can serve you really well in a fight. You just take the stalls out. You can create the rhythm of it in post because on-set, you don't always have the time to take a millibeat between this punch and this kick, you know what I mean? Whereas in post, you can basically frame fuck it for four months and create those rhythms. If you shoot in slow motion, you have a lot of coverage, and you can do all that. It gives it a little more of a realistic vibe."

A respected critic and commentator for fifteen years, Drew McWeeny helped create the online film community as "Moriarty" at Ain't It Cool News, and now proudly leads two budding Film Nerds in their ongoing movie education.