Still from Mission: Impossible III (2006)
Film 3 of 8 · by Marcus Reyes

Mission: Impossible 3 (2006): Cast, Plot and Ending Explained

Mission Impossible 3 (officially Mission: Impossible III) is the 2006 spy thriller directed by J.J. Abrams, the third film in the series, with Tom Cruise returning as Ethan Hunt and Philip Seymour Hoffman playing the arms dealer Owen Davian. It reached US theaters on May 5, 2006, runs 126 minutes and grossed $398 million worldwide on a $150 million budget, according to Box Office Mojo.

Image: TMDB
Mission: Impossible III (2006) theatrical poster
US release
May 5, 2006
Runtime
2h 6m
Rating
PG-13 / 12A / M
Director
J.J. Abrams
Budget
$150 million
Worldwide
$398 million

Mission: Impossible III Trailer

Trailer

Mission impossible 9 trailer

Mission Impossible 3 Plot: How the Story Begins

The plot of Mission Impossible 3 starts with Ethan Hunt out of the field, engaged to a nurse named Julia who believes he works a desk job. Ethan now trains new recruits for the Impossible Missions Force, and the quiet life ends when his IMF superior asks him to rescue Lindsey Farris, a former trainee who was captured while investigating the arms dealer Owen Davian.

Ethan puts together a small team and gets Lindsey out, but a device planted in her head goes off and she dies. The clues she leaves behind point to Davian's search for something called the Rabbit's Foot, and Ethan goes after him even with the agency pressing him to stand down. The rest of the story is in the spoiler summary below, and if you are working through the saga, the mission impossible movies in order page shows where this chapter sits.

Who Is in the Mission Impossible 3 Cast?

Mission impossible cast

More of the cast: Greg Grunberg (Kevin), Simon Rhee (Chinese Guard at Hengshan Lu Building (uncredited)), Patrick Pankhurst (Lindsey's Father).

Mission: Impossible III Stills

Release Dates

MarketDateSource
USMay 5, 2006reportedboxofficemojo.com
UKMay 4, 2006reportedthemoviedb.org
AUMay 4, 2006reportedthemoviedb.org

Where to Watch Mission: Impossible III

MarketSubscriptionRent or buy
USParamount Plus Premium, Paramount Plus Essential, Paramount+ Amazon Channel, Paramount+ Roku Premium Channel, Kanopy, Pluto TV, Tubi TV (Free, Free with ads)Amazon Video, Apple TV Store, JustWatch TV Store, Google Play Movies, YouTube, Fandango At Home, Spectrum On Demand, Plex
UKAmazon Prime Video, Disney Plus, Paramount Plus, Paramount+ Amazon Channel, Amazon Prime Video with Ads, Paramount Plus Premium, Paramount Plus Basic with Ads, BBC iPlayer (Free)Apple TV Store, Rakuten TV, JustWatch TV Store, Amazon Video, Sky Store, YouTube
AUDisney Plus, Paramount Plus, Paramount+ Amazon Channel, Foxtel Now, Stan, Paramount Plus Premium, Paramount Plus Basic with AdsJustWatch TV Store, Apple TV Store, Amazon Video, YouTube, Fetch TV

Streaming availability data from JustWatch, checked 2026-11-03.

Who Directed Mission Impossible 3 and Who Worked Behind the Camera?

DirectorJ.J. Abrams
WritersRoberto Orci, J.J. Abrams, Alex Kurtzman
ProducersTom Cruise, Paula Wagner, Zhao Haicheng
MusicMichael Giacchino
CinematographyDan Mindel

Box Office

Budget$150 million
Domestic (US and Canada)$134 million
International$264 million
Worldwide$398 million

Mission impossible box office for every film.

What Songs Are in Mission: Impossible III?

Michael Giacchino composed the score for Mission: Impossible III (2006), and Varèse Sarabande released the 21 track album "Mission: Impossible III" on May 9, 2006. That album carries the score only, so the licensed and original songs sit outside it.

The one song written for the film is "Impossible" by Kanye West, Twista, Keyshia Cole and BJ the Chicago Kid, which plays over the end credits. The other songs are not marked as written for the film, and no scene is specified for them. They span soul, rock and reggae, along with Lalo Schifrin's "Mission: Impossible Theme", the series' signature tune. Director J. J. Abrams is credited as an artist on two titles, "Song 5000" and "Groksploitation", the second alongside Thomas Dolby.

  • "Impossible" by Kanye West, Twista, Keyshia Cole and BJ the Chicago Kid
  • "Mission: Impossible Theme" by Lalo Schifrin
  • "Come Into My Life" by Jimmy Cliff
  • "Back Door Santa" by The Black Crowes
  • "Best of My Love" by The Emotions
  • "A Sunday Kind of Love" by Etta James
  • "Tell Me Something Good" by Rufus and Chaka Khan
  • "We Are Family" by Sister Sledge
  • "Song 5000" by J. J. Abrams
  • "Groksploitation" by Thomas Dolby and J. J. Abrams

For the composers and songs across every film in the saga, see the mission impossible soundtrack page on Cinvibe.

Mission: Impossible III album cover

Mission: Impossible III

Score album · Varèse Sarabande · May 9, 2006 · 21 tracks

Cover art via Deezer

Full tracklist

  1. 1Mission: Impossible Theme · Lalo Schifrin0:52
  2. 2Factory Rescue · Michael Giacchino4:14
  3. 3Evacuation · Michael Giacchino2:47
  4. 4Helluvacopter Chase · Michael Giacchino3:15
  5. 5Special Agent Lindsey Farris · Michael Giacchino2:46
  6. 6Ethan and Julia · Michael Giacchino1:25
  7. 7“Humpty Dumpty Sat on a Wall” · Michael Giacchino5:55
  8. 8Masking Agent · Michael Giacchino3:41
  9. 9Voice Capture · Michael Giacchino2:42
  10. 10“See You in the Sewer” · Michael Giacchino1:46
  11. 11Davian’s Brought In · Michael Giacchino2:06
  12. 12Bridge Battle · Michael Giacchino4:13
  13. 13Davian Gets the Girl · Michael Giacchino2:44
  14. 14IMF Escape · Michael Giacchino2:44
  15. 15Disguise the Limit · Michael Giacchino3:25
  16. 16Shang Way High · Michael Giacchino3:39
  17. 17The Chutist · Michael Giacchino1:59
  18. 18Hunting for Jules · Michael Giacchino3:55
  19. 19World’s Worst Last 4 Minutes to Live · Michael Giacchino4:11
  20. 20Reparations · Michael Giacchino3:36
  21. 21Schifrin and Variations · Michael Giacchino3:04

Songs in Mission: Impossible III

  1. Impossible

    Written for the film

    Kanye West, Twista, Keyshia Cole, BJ the Chicago Kid

    Plays over the end credits.

More songs in the film

  • Mission: Impossible Theme · Lalo Schifrin Licensed song
  • Come Into My Life · Jimmy Cliff Licensed song
  • Back Door Santa · The Black Crowes Licensed song
  • Best of My Love · The Emotions Licensed song
  • A Sunday Kind of Love · Etta James Licensed song
  • Tell Me Something Good · Rufus, Chaka Khan Licensed song
  • We Are Family · Sister Sledge Licensed song
  • Song 5000 · J. J. Abrams Licensed song
  • Groksploitation · Thomas Dolby, J. J. Abrams Licensed song

Sources: musicbrainz.org, themoviedb.org, en.wikipedia.org

Mission impossible soundtrack

Mission: Impossible III Full Plot SummarySpoilers

The full plot of Mission: Impossible III turns on a hunt for the Rabbit's Foot and a betrayal inside the IMF. After Lindsey's death, Ethan marries Julia in a hurry and then leads an unauthorized raid to seize Davian at the Vatican. The raid works, but Davian is freed during an ambush on the road.

Davian answers by kidnapping Julia and demanding the Rabbit's Foot in exchange for her life. A senior IMF figure named Musgrave secretly helps Ethan escape custody so he can steal the item in Shanghai. Ethan gets it, but Davian plants an explosive in Ethan's head and appears to shoot Julia.

Julia turns out to be alive, and Musgrave is exposed as a traitor who worked with Davian. Ethan kills Davian by throwing him in front of a truck, then uses a makeshift defibrillator to stop the device in his head from killing him. Julia shoots Musgrave and revives Ethan, and the couple go off on their honeymoon.

Mission Impossible 3 Release Date, Premiere and Where to Watch

Mission Impossible 3 premiered in Rome on the Monday night of April 24, 2006, and opened in US theaters on May 5, 2006. Tom Cruise attended the Rome event days after the birth of his daughter Suri. The UK and Australia got the film a day earlier than the US, on May 4, 2006, according to TMDB.

The film is rated PG-13 in the US, 12A in the UK and M in Australia. At 126 minutes it is longer than mission impossible 1996 at 111 minutes and 3 minutes longer than mission impossible 2 at 123 minutes.

As of November 3, 2026, the film streams in the US on Paramount+ (Premium and Essential tiers), free on Kanopy, and free with ads on Pluto TV and Tubi, based on JustWatch data via TMDB. It can be rented or bought on Amazon Video, Apple TV, Google Play, YouTube and Fandango At Home. In the UK it is on Amazon Prime Video, Disney Plus and Paramount Plus, and free on BBC iPlayer. In Australia it is on Disney Plus, Paramount Plus, Foxtel Now and Stan. It is not listed on Netflix in any of those three markets. Streaming lines change often, so check where to watch mission impossible for the dated listings.

Mission Impossible 3 Ending ExplainedSpoilers

The ending of Mission Impossible 3 settles three things at once: Davian is dead, Musgrave is exposed and shot, and Ethan survives the explosive in his head. Ethan kills Davian by throwing him in front of a truck, and the improvised shock from his makeshift defibrillator stops the device from killing him. Julia, who seemed to have been shot, then kills Musgrave and revives Ethan, and the couple leave on their honeymoon with Ethan back on good terms with the agency.

In my opinion, the choice that matters most is what the film does with Julia. She ends up as an ally who knows what Ethan does for a living, and it could be argued that this keeps him from being a lone operator: the closing image is a honeymoon for two, not another solo exit. The film also plants that idea early, because the first act is built around a woman who believes her fiance has a desk job, so the payoff is the reveal she earns by surviving Davian's kidnapping.

Musgrave's betrayal is the other piece worth reading closely. A traitor inside the IMF echoes the mole story of mission impossible 1996, where Ethan sets out to clear his name and find the real mole, but this time the traitor is a senior figure who helps Ethan escape custody before turning out to work with Davian. That structure matters in the Shanghai stretch: Ethan steals the Rabbit's Foot believing he has an ally on the inside, and the reveal rewrites that whole sequence.

The finish is also quieter than the film around it. Davian's death comes at street level, with a truck and a thrown body, rather than as a large effects spectacle like the ILM built Shanghai or the Vatican raid. That being said, the ending is not the last word on Julia, since Monaghan returns in the role in mission impossible fallout.

Mission Impossible 3 Filming Locations: Rome, Shanghai and Universal Studios

Mission Impossible 3 was shot in Rome, Shanghai and Los Angeles, and parts of it are digital. Principal photography began in Rome in July 2005, the same city that hosted the world premiere.

Shanghai was filmed on location, but most of the backgrounds in the Shanghai sequence are a digital city built by ILM. The effects house built a virtual downtown, partly because of pollution and a 10 p.m. lights out rule on location. Cruise's night bungee jump in Shanghai was shot on a matching foreground set atop a car park at Universal Studios in Los Angeles, with the city added digitally, according to Computer Graphics World.

For a series later known for practical stunts, Shanghai is a useful contrast. The bungee jump here was a controlled studio set piece, while the stunt work of later entries such as mission impossible dead reckoning is covered on the mission impossible stunts page.

Mission Impossible 3 Trivia

Mission Impossible 3 had a long road to the screen, and these facts come from its production history.

  • David Fincher was first attached to direct, and Joe Carnahan replaced him before leaving in July 2004 over creative differences.
  • J.J. Abrams made his feature directing debut on the film, but his Alias and Lost contracts kept him from starting until the following year.
  • In August 2004, Tom Cruise postponed the shoot to make War of the Worlds with Steven Spielberg, and the film moved to summer 2005.
  • Scarlett Johansson pulled out of the project because of the delays and script changes.
  • Industrial Light & Magic made about 530 effects shots in under four months, with a core crew of about 100 that peaked at 180.
  • ILM built a virtual downtown Shanghai, partly because of pollution and a 10 p.m. lights out rule on location.
  • Cruise's night bungee jump in Shanghai was shot on a matching foreground set at Universal Studios, with the city added digitally.
  • The Rome world premiere was on April 24, 2006, eleven days before the US release, and Cruise attended it days after the birth of his daughter Suri.

To see how the film compares with the rest of the saga, visit the mission impossible box office and mission impossible movies ranked pages, or return to the mission impossible movies hub.

Facts

FAQs

Why is Mission: Impossible 3 so good?

That is a matter of opinion, and the case for the film rests on specifics. Philip Seymour Hoffman plays the arms dealer Owen Davian as a villain with real menace, Ethan Hunt has personal stakes in his engagement to Julia, and the Shanghai sequence mixes location work with a digital city built by ILM. A ranked take is on the mission impossible movies ranked page.

What happened to Ethan Hunt's wife in Mission: Impossible 3?

Julia is kidnapped by Davian, who demands the Rabbit's Foot in exchange for her life, and she appears to be shot, but she is alive. Ethan marries her before the Vatican raid, and at the end she shoots the traitor Musgrave, revives Ethan, and goes with him on their honeymoon. This answer contains spoilers.

Is Mission: Impossible 3 hit or flop?

The film grossed about $398 million worldwide on a $150 million budget, according to Box Office Mojo, with $134 million in the US and $264 million internationally. That is the lowest worldwide total of the first four films, below the 1996 film, Mission: Impossible II and Mission: Impossible: Ghost Protocol.

How long is Mission: Impossible 3?

Mission: Impossible III runs 126 minutes, according to Box Office Mojo and The Numbers. That is 15 minutes longer than the 1996 film and 3 minutes longer than Mission: Impossible II.

Was Mission: Impossible 3 good?

Opinions differ. The film has J.J. Abrams directing his first feature, a cast with Tom Cruise, Philip Seymour Hoffman, Michelle Monaghan, Billy Crudup and Simon Pegg, and a worldwide gross of $398 million. For a ranked take, see the mission impossible movies ranked page.

Is Mission: Impossible 3 and 2 connected?

Only lightly. Mission: Impossible III follows a different villain, Owen Davian, where the second film followed Sean Ambrose. Tom Cruise as Ethan Hunt and Ving Rhames as Luther appear in both, and the films sit second and third in both release and chronological order.