"I hadn't drunk coffee in five years. But now I need it. I'm exhausted."
Matthew Vaughn

Mathew Vaughn has been driven. You know how it is. Pressure of the job. Understandable. Happens to the best of us. And Charlie Sheen. Expert, the drink Vaughn's been driven to isn't the sort that would trouble the good people at Betty Ford.

"I haven't drunk coffee in five years," he says, sheepishly, raising a Starbucks container to his lips. "But I need it right now, I'm exhausted!"

The reason for his descent into caffeine hell is simple: the schedule on his new movie, the comic-book prequel X-Men: First Class, has been punishing. Unexpectedly punishing. It's started filming in August of last year, and was meant to wrap in January, giving a reasonable amount of time in post for the movie's June opening. When Empire pitches up in Vaughn’s editing suited in March, though, it's clear that not everything has gone according to plan.

"We only finishing two weeks ago," he admits. That's was first unit – second unit wrapped just a couple of days ago. "It was been a challenge like no other movie. It's definitely been the toughest filmmaking experience I've ever had, purely due to lack of time. But against all the odds, we've pulled off a good film." he pauses. "But I'm glad I'm not doing this interview three weeks ago!"

There might have been a time in the 42-year-old director's life when he would have walked away from calling the shots on an X-Men movie. In fact, there was such a time. Not too long ago, as it happens.

In 2005, Vaughn had just made the transition from producer (of Lock, Stock... and Snatch with his old mucker Guy Ritchie) to director, with Layer Cake. It launched Daniel Craig into Hollywood's radar, but Vaughn fared pretty well. Too, fielding several interesting offers, including the chance to direct X-Men: The Last Stand, the third in the superhero series that Bryan Singer had brought to five very successfully for Fox. With Singer jumping ship, and studios, to Warner bros, and Superman Returns, Vaughn leapt at the chance to replace him. But then, ten weeks before shooting was due to begin, he quit. "The main reason I pulled out of X-Men 3 was the mad fucking schedule," he says, six years on. "I was scared of the schedule. It's very ironic."

So, what's changed? Vaughn himself, it seems. Since leaving X3, which was ultimately directed by Brett Ratner but which retains much of Vaughn's creative input (hello, Vinnie Jones), Vaughn has made Stardust and Kick-Ass, two independently funded movies which saw him tackle different genres and, more importantly, improve his skillset as a director. So much so that when X-Men came knocking again, he had no qualms about answering the call, despite a truncated schedule than made X3 look like a Terrence Malick film.

"On X3 the world was already created. I was just fitting into a fully cast, fleshed-out world," he says. "Here, I had to recast every single role, and create a new style of X-Men. But I felt like I'd been scoring a lot of goals in the Second Division, and thinking this was a laugh, and then suddenly I get put into the Premiere league, and I'm getting the shit kicked out of me!" He smiles. "But I still want the glory..."

Sometime around April 2010, 20th Century Fox Chairman Tom Rothman took a conference call that would have made for Mighty Good eavesdropping. On the other end of the line were the last two men anyone would have associated with a new X-Men movie: Vaughn and Bryan Singer. The prodigal sons had returned.

"It was very funny," recall Singer, a producer on First Class. "But it was an emotional conversation. We had to promise we were really going to stick with it!" Singer's departure from X3 had not gone down well at Fox. The possibly apocryphal story goes that he was kicked off the Fox lot in anger at his choice, only to be allowed straight back on the direct the pilot for his TV show, House. But according to Lauren Shuler Donner, producer of all five X-Men films ( and yes, we're counting X-Men Origins: Wolverine), Singer was just taking an X-sabbatical. "When I was making X3 and Wolverine," she tells Empire. "I would always text Bryan and say: 'Where the hell are you? Why am I on an X-men movie without you?" Donner had been trying to get a 'Young X-Men' movie off the ground for a couple of years. When Marvel launched the comic book X-Men First Class, which purported to tell lost chapters from the history of chrome-domed do-gooder Professor Charles Xavier and his original line-up of mutant students, she saw an opportunity, hiring Gossip Girl creator Josh Schwartz to pen a draft. But, "there was a sense that there was nothing new," she admits. "Then I ran into Bryan, and he was totally interested."

Singer came on as director of the new X-Men flick, and threw the mutant babies out with the bathwater, eschewing pretty much all aspect of the First Class comic bar the title and shifting the focus away from a sunnier, youth-oriented flick to explore the relationship that hooked him on X in the first place: the increasingly complex friendship between Xavier and his long-tern nemesis/chess partner, Erik Lehnsherr, aka Magneto.

"I think the beginning is Xavier and Magneto," says Singer. "I had a great interest in making a movie about how the X-Men actually came to be and how Xavier and Magneto went from friends to enemies – or frenemies!"

There was just one small problem: Singer had a prior commitment to directing Jack The Giant Killer for Warner bros., and when that got the greenlight, he had to leave First Class as director. But he not only remained on board as producer (when Empire first visits the set, he's dropped in to check up on things, and shows us recording he made on his iPhone of a practical effect rigged by FX genius Chris Corbould that frankly baked Singer's noodle), but had an active role in picking his successor, prodigal Son#1.

"We had a list of 600 directors, and because of the previous history, Matthew was not on any list", admits Singer.

"He was not event a thought." But then Singer was introduced to Vaughn by Aaron Johnson at Soho House in LA, and managed to intrigue the British director with a quick pitch. "The next day, he asked me to come to his hotel and I gave him the long, sober pitch!" laughs Singer. "He had a desire to make an X-Men movie. Ye didn't sign on as a joke."

Vaughn says that he had "very unfinished business" with X-Men and so, after that conference call with Singer and Rothman ("We were like the two naughty schoolboys being called in to see the headmaster!") he brought in his writing partner, Jane Goldman, and set about the task of finishing it. He just didn't know how arduous that task would be.

to be continued...