M:I-2 sees IMF agent Ethan Hunt (Tom Cruise) teaming up with former partner Luther Stickell (Ving Rhames), professional thief Nyah Nordoff-Hall (Thandie Newton) and helicopter pilot Billy Baird (John Polson) in order to thwart the plans of former IMF agent Sean Ambrose (Dougray Scott). The film also stars Brendan Gleeson, Richard Roxburgh and Anthony Hopkins in an uncredited role as Hunt's overseer Swanbeck.

The film combined James Bond-style espionage action (in contrast to the last film and TV series) with John Woo's visual flair, including his trademark slow-motion, double fisted pistol shootouts and white doves appearing before combat. However, the limiting PG-13 rating applied to the film meant that the final picture was considerably toned down in violence from his past works.