Adrian Rogers, ©BBC/BBC Worldwide 2014

'Doctor Who' Director Reveals How They Pulled Off The Ambitious 'Dark Water'

Director Rachel Talalay reveals secrets from the first part of the finale.

The first part of the "Doctor Who" series eight finale, "Dark Water," which aired November 1 on BBC America, was a rollercoaster ride. Not least of which that we finally found out more about Missy (Michelle Gomez), the mysterious antagonist who has been subtly manipulating The Doctor (Peter Capaldi) and Clara (Jenna Coleman) all series long.

To find out more about how the epic first half of the finale was put together, MTV News caught up with Rachel Talalay - who directed both "Dark Water" and the November 8 airing "Death In Heaven" - over the phone, as well as Gomez. You can read our interview all about Missy, here!

Spoilers for "Dark Water" past this point!

MTV News: This was your first time directing "Who" - were you a fan of the show, and how did you end up directing the last two episodes of the season?

Rachel Talalay: I was a fan as a kid... Tom Baker was my Doctor. I’m old enough to say that, but I was a huge huge fan of the reboot and kind of went on a mission. I felt that I would be a good director for it, and I loved it so much, and I was so fascinated by how they made this reboot...

I have British Agents because I'm American with a British upbringing, and I had worked in the U.K. - actually with Mark Gatiss - so I went to pursue it. It's taken some time to get hired. I think I first interviewed in 2009 or 2010, and how I ultimately vaulted to the top and was offered this spectacular script, you’ll have to ask Stephen Moffat.

MTV: You have a pretty long history of working in episodic television and sci-fi shows, but what's it like coming into an established set, particularly where here you're coming in for the last two episodes of the season?

Talalay: Well, its different in the U.K. and the U.S., so I’m going to just answer that in terms of "Doctor Who." What’s great about "Doctor Who" - and one of the things that interested me so much - was that every episode is its own little story.

Even though there is of course an arc, they are their own stories, so you don’t know what you're going into... And that’s very exciting because you're completely creating your own world. I knew it was like doing a mini feature. It was larger and more complicated and more amazing than I had even hoped.

Adrian Rogers, ©BBC/BBC Worldwide 2014

MTV: Was there one particular aspect that really blew your expectations away?

Talalay: I didn’t expect that some of the elements with the Cybermen that I can't talk about. [But] some of the action was so large and significant that I felt like I was [directing] a Marvel Movie... But we had to fit it into a television budget and time frame.

The answer was, "I just want to make this as good of a 'Doctor Who' episode as I possibly can. If there is any way I can not trip over myself and just satisfy Steven Moffat and the fandom, that would make me so happy and make it worth while."

MTV: "Dark Water" and "Death In Heaven," like you said, are two pretty distinct episodes... But in the "Doctor Who" finale tradition still have the same story. So did you approach them separately, or as one long hour and 45 minute movie?

Talalay: These are very much continuous stories, so normally the episodes are very different. But in this case, it is a continuous story, so it was all shot together. It just gets bigger and more action packed as we go into episode 12. So yeah, it was all approached as one big enormous challenge.

MTV: There's such an interesting mix of physical effects - like the skeletons in the tanks - and then digital effects - like the entire Nethersphere - in the episode. How'd you approach deciding which was which?

Talalay: I’m very glad that I worked on the "Nightmare on Elm Street," because at that point I learned early on tricks about mechanical effects, physical effects, make-up effects and what then was visual effects, not digital effects. So I had a vocabulary in my head of what - because you're balancing cost, you're balancing efficiency, and you're balancing spectacle...

Number one is spectacle, spectacle, spectacle – and so sometimes its very obvious things will be digital effects, and other times, I mean, for instance the water in the tanks is not real. There's a spoiler, because building tanks with real water would have cost way more than the budget.

It was interesting because in television you rarely have time to test things, but we spent a lot of time trying to make it look great. The decisions are a combination of things: always thinking of what's going to look the best, versus what we can afford to do.

Adrian Rogers, ©BBC/BBC Worldwide 2014

MTV: One of my favorite moments in the episode is that kiss between Michelle Gomez and Peter Capaldi. How much of that was improvisation, versus what was in the script?

Related: 'Doctor Who': Michelle Gomez Reveals Missy's Secrets

Talalay: One of the first things Steven said to me was – one of the first spoilers he gave me before I even read it - was, The Doctor has his first snog. And I'm thinking, okay what's this mean?

That’s a case where Michelle Gomez had to experiment with so many things in the read through, and you know she would bring something so funny to it no matter what. And Peter Capaldi loves doing variety - he loves going again, and trying something completely new.

We could have spent all day letting them play with that, so I wish you could see all the takes of it. We were all on the floor laughing. I didn’t have to do anything but stand back and watch the magic.

One of Peter's debates was that it was very much scripted so that his eyes were closed... And we had a long discussion of closed/open. Can you be as shocked by it? Which is most effective?

The other thing I want to point out is that Jenna Coleman is brilliant in that scene, because that scene could easily be entirely stolen by [Gomez and Capaldi] but the humor is strengthened significantly by her reactions.

Adrian Rogers, ©BBC/BBC Worldwide 2014

MTV: I also wanted to focus on the volcano scene... It's heartbreaking to watch Clara versus The Doctor - so what was it like directing that scene? And in particular, what was it like getting Peter to play that scene effectively, when The Doctor knows what's going on isn't real?

Talalay: That’s the depth of Steven Moffat, and there's a couple of scenes in episode 12 as well that are different, but have all those textures and subtext. That’s where the magic of these brilliant actors is so incredible.

I mean you can pretend as a director that you create this stuff, but you just guide things. You watch them, and you think about, "what am I going to use in the editing room, what pieces are missing?" But they're bringing brilliance to amazing writing, and you're taking credit. [Laughs]

What did you think about all the big reveals in "Dark Water?" Let us know in the comments below!