How Victoria Mahoney's Groundbreaking ‘Star Wars' Directing Gig Guided Her Work on ‘The Old Guard 2'

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Director Victoria Mahoney knows a little something about stepping into a beloved franchise and coming out the other side. In between her lauded 2011 feature film debut 'Yelling to the Sky' and a wide assortment of TV directing gigs ('Queen Sugar,' 'Grey's Anatomy,' 'Claws,' 'You,' and many more), Mahoney was hired as the second unit director on J.J. Abrams' 'Star Wars: The Rise of Skywalker.'
A 'Star Wars' gig? That sounds great for any director, but when Mahoney was hired in 2018, it came with some added weight: The position meant that she'd be the first woman to direct on a 'Star Wars' film ever.
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So, yes, Mahoney knows a little something about stepping into a beloved franchise. For her second feature, Netflix's 'The Old Guard 2,' Mahoney is once again taking an established (and adored) series and making it her own. Following Gina Prince-Bythewood's smash hit 'The Old Guard,' Mahoney's film picks up where the superhero story ended, and follows the exploits of a talented group of immortal warriors, including Charlize Theron, KiKi Layne, Matthias Schoenaerts, Marwan Kenzari, Luca Marinelli, and Veronica Ngô, plus newbies Henry Golding and Uma Thurman, and returning (human) co-star Chiwetel Ejiofor.
The big question: What's her secret for putting her own stamp on everything from 'Star Wars' to 'The Old Guard'?
'Well, I think that I had a few bites at the apple on that,' the director said during a recent interview with IndieWire. 'Coming into 'Star Wars' and doing second unit on 'The Rise of Skywalker,' I had this wonderful experience of being on a franchise that I knew and loved since I was a kid. It wasn't just like, 'Oh, well, whatever, I guess I'll do this.' It was something I loved and I wanted to help protect. I wanted to be a part of it. It meant something. Characters meant something. Stepping onto the Millennium Falcon meant something.'
Mahoney still speaks of her experience on 'Star Wars' with reverence. This was not just a job to her; even if it did help guide her next few years of professional choices, including boarding 'The Old Guard 2.'
'I held it with great duty and responsibility, and when you step into something of that magnitude, you get an immediate, immediate education in what it means to honor what audiences want and to betray what they want,' the director said. 'That's a crash course in how to navigate something that you want to do in a story that's so beloved. Between you and me and everyone who reads this article, nothing's going to compare to that. Nothing will ever compare to that level of reach.'
And while 'The Old Guard' fandom isn't quite as large and devoted as that of 'Star Wars,' the films — based on Greg Rucka's comic book series of the same name — do have plenty of devoted watchers and readers.
'On this, the amount of people who love the first one and love the characters, they're very serious,' Mahoney said. 'How do you make sure that you are valuing and honoring each character and giving audiences their wishes? There's also something great about bringing people along with you to somewhere maybe they didn't know they wanted to go, and they arrive at that place realizing they were hungry for it the entire time. But it's all done with respect and care. I don't think you can thrust or demand. It's done with a very light, warm invitation.'
Mahoney's fan-centric bent — and her desire to tweak expectations along the way — is borne from something very simple: She's a fan, too. She's a fan first.
'There are different jobs that I've done where I'm asking a question or there's something that we're trying to figure out, and I present something in a certain way, and it's like, 'Oh, no one will notice it,' but I will notice. I will notice,' she said. 'I actually love this character, or I love this circumstance, or this story or whatever it is, and that'll bug the hell out of me. That's going to drive me crazy. And then I'm going to know you didn't care about me, and now I feel like, 'Oh, all the love I've given you is nothing and it's small, so you don't value me, so why do I value you and I'm not watching anymore?''
And, yes, Mahoney is also a dedicated fan of Prince-Bythewood's first film, which hit Netflix in July 2020, during some of the earliest weeks of the pandemic, and proved to be balm for film fans itching for original action. Mahoney is the first person to tell you: She watched it a lot.
'I did watch it, many times!' she said. 'Some people think, 'Oh, you're exaggerating,' but I really did. I thought the world was ending, and if I was going to die, I was going to die watching movies and TV shows and just watching stories and reading books and listening to music. I found the movie to have some kind of hope. There was a care and regard the characters had for each other, and the length of their care and regard blew me away … I found there to be a beautiful sense of hope in how they sustain those relationships.'
There was also something else that tickled Mahoney: taking those relatable, earthbound worries (how do you take care of the people you love?) and sticking them inside a wild framework (and, oh, you're also an immortal being who has lived for thousands of years?).
'Part of why I found it exciting was [the question of] how to play with something that could be in the superhero realm, held above us and far away from us, and how to bring that into a realistic purview,' she said. 'Where I and anyone else who watched the movie could wonder what I would or wouldn't do if I were immortal. I thought the first film successfully did that and kept me curious in a way that I kept watching it.'
When Mahoney signed on to direct 'The Old Guard 2' in 2021, she said she made a point to speak to Prince-Bythewood, who remained a producer on the project (the filmmaker was, at the time that the sequel was greenlit, just gearing up to make her 'The Woman King').
'I have her to thank greatly on this,' she said. 'We talked, and a lot of what I wanted to know was how to sustain and preserve these incredible nuggets of truth and importance that she put forward in the first film. You can think, 'Oh, we could change that. Oh, you could do that. Oh, that doesn't matter.' But stepping into a second installment and franchise that I enjoy, [I had] the honor and the collaboration of spitballing with the first director about why they did what they did and that this thing that might seem like nothing to someone was so important and valuable and how I can help protect that or grow it. I valued her guidance and input and clarity and insight.'
Mahoney's deep-rooted fandom is clear in every moment she talks about the film. Even a question wondering if she felt a particular sense of favoritism toward Layne's character, Nile (who really comes into her own in the sequel), was greeted with an unexpected answer.
'I have no favorites and I'm not being polite or political, because they all mean so much,' she said. 'They function as a whole. They're not individual entities. As far as storytelling goes, each one services a different need, and if you pull one out, the house of cards comes down. There's not one of them that services a lesser need. Each aspect of creative value, story value, character value that one of the nine [stars] presents at any given moment is the most important thing in the story. Whoever we're shooting that day, that minute, whatever shot, whatever aspect of story we're chasing, is the most important, right? Then we go to the next one, and then that's the most important. Wherever that camera is between action and cut, that's the most important thing in the world.'
Given how long Mahoney has been working on the film — after coming on board in late 2021, Mahoney shot the film in late 2022, gutted her way through some serious delays from Netflix, shot additional material in 2024, and finally sees it released this week — she completely understands the fan fervor. She feels it even more acutely.
'Well, for me, being in it in real time is different from anyone who's watching it and waiting and wondering,' Mahoney said. 'I have that with movies, I have that with TV shows that I love, I'm like, 'Where is the next one? What's the next season?' So I am right along beside fans in that aching and hunger for the thing that we love. … I was in it the whole time, from the moment I got hired to the moment that this film is released, it'll be three-and-a-half years. Other directors might have, at some point, moved toward another project because of the duration and just the hunger to get back on set. I did not want to abandon my post. I cared about the movie way too much. I wanted to see it through, and there was no other answer.'
Mahoney's film leaves things wide open for a third feature, though one has not yet been announced. During production, Mahoney said, 'There were discussions just logistically, and rightfully so, about the what-ifs' that the second film might set up.
As for a third film? 'Whatever discussions they're having, I don't know,' she said. 'And I will be a spectator along with everyone else, because I will be gone doing something else. Whatever happens on the third one, I will return to [it as] a viewer and a fan, and I will be waiting with bated breath for what comes next, and where they go, and how it plays out. I will be cheering everyone on.'
With 'The Old Guard 2' under her belt and 'Star Wars' behind her, I asked how Mahoney reflects on the truly ground-breaking nature of her 'Rise of Skywalker' work, of being the first woman, let alone the first Black woman, to direct on a 'Star Wars' film. Despite her characteristically upbeat and thoughtful personality, even Mahoney got a bit morose in thinking back.
'It's interesting, because a lot of those factors that you just described are as poignant today on this movie as they were then,' she said. 'I don't know how many women have big-budget movies coming out this year. It's challenging. So, unfortunately, that particular part of the discussion is identical to the discussion that was in the 'Star Wars' press tour.'
Still, Mahoney remains awestruck by the devotion of 'Star Wars' fans, and the born-and-bred New Yorker attempted to compare it to Knicks or Yankees fandom. 'I'll say 'Yankees' now, I'm going to lose people,' she said with a laugh. 'They're going to be like, 'Oh, she's a Yankee/Knicks fan. That sucks.' But when you went to the old Yankee Stadium, you sit down, and it's summer, it's warm weather, and the lights are going down and the sky is turning magenta, something magical happened. Even if you were jaded and you didn't like sports and you didn't believe in mystical moments and wonderment, you were taken over, and 'Star Wars' does that.'
Even now, Mahoney said she's still struck when she sees little kids in airports sporting their 'Star Wars' PJs for a flight or adults playing lightsabers in a park with friends. 'There aren't words for what that does to your heart when you interact with people who have that kind of magic in them,' she said. 'And then on ['The Old Guard 2'], there's a feeling about immortality and living and loving the one you're with that has some version of magic to it. It kind of propels you into another space and mind.'
'And we're just talking about imagination here,' she added. 'But 'Star Wars' has a way of accessing one's imagination and putting you in this great what-if. What's fun for me about 'The Old Guard' and why I find it exciting is there are aspects of 'The Old Guard' that allow me, as a viewer and a storyteller, to access my imagination in a beautiful, welcomed what-if.'
'The Old Guard 2' is now streaming on Netflix.
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