The oral history of Face/Off, Nicolas Cage’s inexplicable sci-fi masterpiece

Of all the unlikely summer smashes, Face/Off might be the weirdest.

Reviewing Face/Off for The New York Times in June 1997, critic Janet Maslin almost seemed confused by how much she enjoyed it. Director John Woo “accomplishes something near-impossible,” she wrote. “He makes the viewer buy this film’s loony premise, and buy it with a smile.” The film earned a coveted NYT Critics’ Pick. Twenty-five years later, it’s still worthy of praise.

Blessed with two of the world’s biggest leads — Nicolas Cage and John Travolta, enjoying good fortune after Leaving Las Vegas and Pulp Fiction, respectively — Face/Off is the tale of two mortal enemies: Sean Archer (Travolta), a devoted family man and FBI special agent; and Castor Troy (Cage), an unhinged criminal who tries to murder Archer but kills his son instead.

So far, so normal. Where Face/Off veered off the beaten track, however, is in what follows. Six years later, Troy plans a bomb somewhere in Los Angeles. To find it, Archer agrees to have Troy’s face swapped onto his own through a cutting-edge medical procedure. He’s then dropped into the futuristic prison where Troy is due to be locked up. The plan fails when Troy wakes up, discovers he has no face, and forces the same doctor to swap Archer’s face onto his. Unsurprisingly, mayhem ensues.

An $80 million budget and visionary director Woo helped Face/Off rise above the absurdity of its premise to become something the skeptics could never have imagined: a good movie. Everything that shouldn’t work did because the entire team believed in what they were selling.

“Even at the time,” one of the screenwriters, Mike Werb, tells Inverse, “we both often said to ourselves during production that this thing might never happen in our career again, where we have the right director and the right cast and the right producers and production designer.”

In 2022, in the midst of a Nicolas Cage revival, with the actor enjoying the kind of recognition that propelled him to stardom in the first place, there is even serious talk of a Face/Off sequel — or an “absolute sequel,” as its director is calling it.

But how did Face/Off go from daydream to blockbuster to modern cult classic? Though Woo, Cage, and Travolta were unavailable, Inverse spoke to nine key players in the film, including both screenwriters, producer Barrie Osborne, and actor Nick Cassavetes, to tell the inside story of the most bafflingly successful action film ever made.

“Well, facial surgery”

Michael Colleary, screenwriter: Face/Off was always a pleasure.

Mike Werb, screenwriter: We were aiming to pay off our student loans. It was the decade of the big spec sales. We initially set out to write a piece set in prison. We were very influenced by James Cagney’s last great gangster movie, White Heat, and the sequence that takes place in prison.

Michael Colleary: I did a little research in the library, back in those pre-historic days, about the Attica Riot. What if a guy goes undercover into a prison and there’s this huge riot? He’s a law enforcement officer and he’s stuck in there under a fake identity. How about a prison in the future?

Mike Werb: Once we said, Why can’t the good guy be the bad guy and why can’t the bad guy be the good guy?, then we were trying to figure out how to make that work without doing things that had been done before: good and evil identical twins, some sort of voodoo, personality swap. Melding that with the futuristic prison, we thought, Well, facial surgery. I had been frightened as a child when my aunt Sunny used to announce that she had to go “take her face off.” To a 7-year-old, it was terrifying.

“How about a prison in the future?”

Michael Colleary: We wrote the script over the summer of 1990 and we submitted it to Mike’s agents. They said, “We’re going to go out with this on Jan. 16, 1991.” And we were like, “That’s great, but that’s also the day that George Bush has announced they’re going to start the war against Iraq.” The agents said, “No one in Hollywood’s going to care about that.” January came, we’re expecting to hear the phone ring with all the offers, and nothing, nothing, nothing. We finally called and said, “What’s going on?” And I’ll never forget, the agent went, “ARE YOU KIDDING ME? WE’RE AT WAR!”

Michael Colleary: Warner Bros. wasn’t so sure, so Joel Silver’s company actually dug into their discretionary fund and they helped make the 18-month, $125,000 option possible. One of the things that one [Warner Bros.] guy kept harping on was, “How is this supposed to work anyway? The prosthetics are not nearly advanced enough to make a facial swap possible.”

Mike Werb: Both of us were going, “Did you read the script? It’s the same actor!”

Michael Colleary: Paramount had picked it up. In the meantime, Mike and I had come around to the conclusion that we didn’t need all the futuristic stuff. It actually distracted from the story and it was crazy expensive. We started to make it more gritty, five minutes into the future.

Barrie Osborne, producer: At a certain point in time, if we did everything that was in that script, it was going to be over $100 million. The biggest single cut was bringing it out of the future. They paused for a second when I brought it up and they said, “Well, no one will believe this. They can’t do a facial operation like this.” And I said, “I think they will all go along with the flow of the movie.” They went with it, thank God because that allowed me to cut $20 million out of the budget right away.

“Johnny Depp found out it wasn’t a movie about hockey and ultimately he just passed.”

Ellen Mirojnick, costume designer: They had previously talked about it being in the near future. The near future would be 2000. And so I said, “When you say the near future, what are you really talking about? Are you going to change the cars outside? I think this is a story that takes place in the present time.” It changed the whole purview of the film.

Neil Spisak, production designer: People were very worried about the concept of it being accepted — the idea that you could lift someone’s face and change it. I always felt like the audience was going to go along for the ride with you.

Michael Colleary: We had a director, Rob Cohen, who was attached first. Rob left to make DragonHeart. So they interviewed other directors and they found Marco Brambilla, who’d just done Demolition Man. Marco’s idea was to cast it younger, which we thought was a terrible idea.

Mike Werb: Michael Douglas [executive producer] was basically stalking Johnny Depp for many weeks. At that point, Nic Cage had read the script and Nic really wanted to do the movie. Paramount said no unless Johnny Depp was the other half.

Michael Colleary: We loved the idea of Nic.

Mike Werb: What we had heard was that Johnny Depp found out it wasn’t a movie about hockey and ultimately he just passed.

“Nicolas and John just went for it”

Ellen Mirojnick: I fell in love with John Woo’s work when I watched his Hong Kong movies, whereby the bad guy was always, in my opinion, the good guy.

Brian Smrz, stunt coordinator: If he hated an idea that you came up with, he would say “Hmm… let’s keep thinking.” And if he loved something, he was like, “That’s pretty good.”

“Nic, over the course of the movie, bought a number of expensive cars.”

Neil Spisak: For a man who blows the shit out of everything, he’s a very charming and very sweet man. I approached it like an opera because his work is sort of like that.

Ellen Mirojnick: He uses blood better than most directors. The amount of blood was massive.

Nick Cassavetes, actor (Dietrich): I had just made my second film and John Travolta was one of the leads in it. I came down to the set [of Face/Off] to tell him I really needed him to finish his ADR. I met John [Woo] and he says, “You want to be in the film?” I said, “I’m not really an actor.” And he said, “Come on, come on, you’re a genius.” I thought I was just going to come in for a day and make faces and go home and, as fate would have it, I shaved my head and they tried some jacket on me to make me look like a bad guy.

Michael Colleary: No new scenes were written to enlarge Dietrich’s role beyond what was in the screenplay from its earliest versions.

Barrie Osborne: Nic Cage can be mercurial, but I thought he was great. Nic, over the course of the movie, bought a number of expensive cars. A car delivery service would show up with a really hot new car for Nic. I think they were Lamborghinis. There were at least two or three delivered.

Neil Spisak: Nicolas and John just went for it. They didn’t hold back.

Steve Kemper, editor: One of the things that I heard was that they spent a lot of time together and they spent a lot of time watching each other work, which is very unusual.

Barrie Osborne: John had his own particular thing. When we went out to the airport, it was a location out in the desert. So he flew his own plane there, which he wasn’t supposed to do for insurance reasons.

“You could see it pulsating”

Steve Arnold, art director: We had some really, really good special effects prosthetic people who built those amazing doubles of John and Nicolas. And they were scary because you could see the blood veins, you could see it pulsating, you could see those little hairs. It was so impeccably done that Travolta was kind of freaked out.

Steve Kemper: I realized during the premiere during that [surgery] sequence that we had totally sold the idea. We knew right there and then that the audience was buying the idea.

Neil Spisak: That was back when CG was a big deal. There’s not that much CG in it. CG was very carefully rationed.

Brian Smrz: We did everything for real on that movie. Travolta and Cage were both good with moving the guns and shooting the guns. We set off explosives near them. I’m almost positive that for the wind tunnel we put Nicolas Cage up. It’s a cable and it’s on a winch. He’s in a harness and getting pulled by a cable in his back and there’s another cable in his front that’s stopping him, so he can go in really fast but it just kind of stops him a little bit. We took the stunt guy much faster and slammed him in, but I’m pretty sure we put Nicolas Cage on there. John [Travolta] would prefer a double to do a lot of his stuff.

Neil Spisak: The prison was an interesting concept. It is the Eagle Rock defunct power plant where we shot that. We had to repaint the whole thing and laid electric floor. Once we picked the platform and settled on the location, we did endless amounts of illustrations. Every single room was photographed and measured; it was a big space and we touched every surface. I would do rough sketches and we had some research pictures, but basically, I would give the information to [illustrator] Jim Carson and he and I would work out lighting, color, and how to position people within it.

Steve Arnold: They had this idea that the prisoners’ boots would be magnetic and there would be this electronic switch where the floor would lock everybody down. We wanted to come up with some kind of floor that looked like it was a metal, electromagnetic thing. There was a lot of floor in this prison, miles of it. I found a plastic locked-together system of 1-foot-square chunks. You would interlock pieces of it and you could make it in sections. Then we worked with the special effects department to put these little tiny lights inside there.

Brian Smrz: I like Nic, but he definitely did not like heights at all. He did not want to go up to the top of that thing. He didn’t like being on the ladder that was 8 feet tall. But we did get him up there. He does a small little run and jump and that’s about it. Originally there was going to be this giant net out there, hanging by a giant crane, and Nicolas Cage’s character was supposed to jump to the net and grab it and miss and slip off into the water. I hired a seven-time world high-dive champ, Bob Brown. So he did that particular thing. Water’s very hard if you get high. I would never have asked Nicolas Cage to do that. No, he was never going to do that jump.

“John, you can’t have pigeons in the scene.”

Nick Cassavetes: All that stuff when we’re repeating the title of the film — none of that was scripted at all. Cage just looked at me and said, “I want to take his face… off.” Because I’m a very strict, trained actor, my inner dialogue was, “Oh my God, Nic Cage just said the name of the film.” And I said, “Well, if he’s going to say it, I’m going to say it,” so we just kept saying “face off” for 10 minutes. I was trying not to laugh. It’s preposterous. I was thinking, “That’ll get cut, for sure.”

Michael Colleary: John Woo was generous in letting Nick Cassavetes and all the actors riff a bit during their scenes — such as Nick kissing his “sister” Sasha on the mouth.

Nick Cassavetes: I got the idea and she didn’t know it was coming, either. I just thought, Hey, if they’re bad guys, maybe they’re incestuous bad guys. It only happened in one take, and they kept it. I think there was surprise but I think after the shenanigans I pulled, the blow was buffered a little bit. She was annoyed with me, but it wasn’t like she was offended. She’s a great girl.

The big finale

Neil Spisak: The end [church] sequence was a Parks and Recreation building that was abandoned in San Pedro. So we built that church into a community center kind of room.

Steve Arnold: With the music that he would put with it, it has this kind of violent beauty, if you will.

Barrie Osborne: The first AD came to me and said, “John wants to have pigeons in this scene.” I said, “Pigeons?” I didn’t realize that was a trademark of many of his films. So I went down and said, “John, you can’t have pigeons in the scene.” And he looked at his shoes and walked away. So I went home and couldn’t sleep that night. And I realized that I should rethink what I was saying to John. So the next morning I walked over to John and said, “John, if you tell me you won’t wait for the pigeons to do something perfect, you can have the pigeons.” And his face lit up. And I knew that I could trust him.

Mike Werb: Whenever John and Nic were on set together, executives from other studios came out of the woodwork. The moment where Travolta is choking Nic Cage and Dominique Swain [who plays John Travolta’s daughter] doesn’t know who to shoot — Nic at that moment went huge with his screaming “Die!” For some reason, Nic stood up and said, “What did you think about that take, Werb?” And I saw my career flashing before me. I still can’t believe this came out of my mouth, but I said, “You know, Nic, you’d make a great Captain Ahab some day. But we’re shooting Face/Off.” So he was like, “What?” I said, “You’re Sean Archer in this scene. If you were Castor Troy in this scene, it would have been perfect. But you’re the other guy.” John Travolta took Michael Colleary by the arm and walked off the set and started asking him about family stuff. John doesn’t like conflict.

Michael Colleary: Later on, somebody comes over and goes, “The executive at Paramount wants to talk to Werb.” We thought, “Oh, shit.” The executive goes, “Mike Werb, we heard what happened with Nic yesterday. Listen, can you tell him to tone it down in the scene that’s coming up?” They were all so terrified to give him a note or anything.

Brian Smrz: In the very first couple of days, we literally sunk a boat.

Steve Arnold: Barrie wanted to try and do as much in camera as possible. One particular one that I can remember was the boat chase near the climax, where we’ve got what’s known as a blind driver, who’s inside the boat, driving the boat, while they’re battling things out on deck. No one’s steering the boat except this person who’s perched down in the bow of the boat, looking through a very small aperture. We had bought a cabin cruiser, we had completely cut out the guts, and they built a little ramp with rails; and then the cabin was all balsa wood painted up to look like the real thing. And this blind driver drives the boat up the back of this other boat, and stuntmen jump off, and as it flies through the air in somewhat slow motion you can see the propeller turning. That was all real.

Mike Werb: Almost the first thing John Woo said to us was that he wanted to keep the ending. We were told pretty much at the last minute that we were not going to have that scene shot. The explanation from the studio was that it was a “European ending” and that American audiences would not accept the “bad seed” of the child of his mortal enemy being brought into the home as a sort of replacement child for the one that was killed. There was a test screening; the report came back that over 65% of the audience took the initiative to say, “What happened to that little boy?” Once that happened, much to our shock, the heads of the studios and the producers said, “You guys were right.”

The premiere

Steve Kemper: I do remember the premiere. It’s that old story — we all looked at each other and said, “OK, we have a hit.”

Mike Werb: We were very worried because the Evander Holyfield/Mike Tyson fight took place that same weekend. We opened to $23 or $24 million, which was a lot back then. Titanic only opened to $25 million.

Neil Spisak: I’d like to think that it helped my career. I knew nothing about oil platforms before that show.

“I didn’t feel joy or anything. I just felt like we had escaped somehow.”

Barrie Osborne: It played really well from the get-go. I think it’s really a great film and stands the test of time, and will continue to.

Steve Kemper: It impressed me that women liked it as much as they did. When I mention it to women, they almost start to swoon.

Michael Colleary: I didn’t feel joy or anything. I just felt like we had escaped somehow.

Mike Werb: It was the Washington Post who said we were the strangest movie that any major studio had ever given the green light to. A lot of the reviews that loved the movie did point out the plot was ridiculous. That was a little upsetting because if the plot wasn’t there, there wouldn’t have been the movie.

Face/Off... again

The original team reacts to reports that a sequel is in works from Adam Wingard and Simon Barrett.

Steve Arnold: I do think it will be tricky to produce something of similar quality without the vision of someone like John Woo. Even if they are able to bring back the original cast, their ages will make any big action sequences pretty implausible.

Ellen Mirojnick: I don’t know what this story would be. Is it a continuation of Nic Cage’s character? Why? Is there another situation that he finds himself in? What was great about that first film is that you’re seeing things for the first time. Okay, so now we’re 25 years later, we’re in the future. And so what? What is the point?

Mike Werb: I’m equally excited and skeptical about it, as one would expect. I do find it a little bit disturbing that the director has often given interviews saying that this is 100% their story, etc., etc., and yet it’s based on a preexisting movie. He could be the nicest guy in the world, but it would have been nice to have some acknowledgment that we wrote the script that he and his partner are writing a sequel to.

“I can only hope that if the sequel gets made it retains some of the heart.”

Michael Colleary: At this point, I don’t know how it doesn’t become a load of jokes about facelifts and things like that. I would love to see them together again, but I’m curious… I don’t know if they intend to have those guys switch bodies again or someone else does and they get dragged into it.

Mike Werb: I’m guessing it involves the kid and the other kid, and that these two will kill each other off at the end of the first act or something. I can only hope that if the sequel gets made it retains some of the heart and some of the familial stakes that are involved, and that it retains its stake as a psychological thriller disguised as an action movie, with real emotions.

Michael Colleary: The one comment that the director made was that he’s been talking about all these amazing action sequences that are going to be in the sequel. We worked with John Woo for almost a year on this film. John never ever asked us about action sequences. He only ever wanted to talk about the characters and how they were going to be expressed through all the craziness that was going on.

Mike Werb: Let’s be positive.

Michael Colleary: I’ll be first in line and cheer them all on.