I recently spoke with J.J. Abrams, the director and co-writer of the forthcoming Star Wars: The Force Awakens. While still divulging few details about the film itself, he talked about the sly references to the previous films that he snuck into the new one, his most surreal moment during production, and the truly terrible pun he inflicted upon Max von Sydow.

Click here for a preview of the June Vanity Fair cover story on the film, and to see Annie Leibovitz’s exclusive portraits of the cast.

Bruce Handy: You’ve talked about trying to recapture the spirit and feel of the original Star Wars trilogy. One thing I personally loved about those films, especially the first, was that there was all this backstory that was alluded to but never explained—the audience was plunged into this fully imagined world, and it was a little bit of a sink-or-swim thing. Like in the first film, someone makes a passing reference to the Clone Wars, which was originally a laugh line—the idea that these characters talked about their shared history the way we might talk about World War II and no one was going to give you a paragraph of exposition was funny. For me, it took some of the fun out of Star Wars when all that backstory was filled in in the prequels.

J.J. Abrams: What was incredible about Star Wars, among other things, was that in that first movie Vader could’ve been his father, but he wasn’t, you know. Leia could’ve been his sister, but she wasn’t. You didn’t really know what the Empire was up to exactly. You didn’t really understand what it meant that there was a Senate or the Dark Times or any of the references, and yet you felt the presence of all these things and you understood because it was all being referenced in a way that allowed you to fill in the blanks, and that’s a very powerful thing.

Your movie is taking place 30-something years after Return of the Jedi. Are you going to give it some of that fill-in-blanks quality, in terms of whatever’s happened in the Star Wars galaxy across those decades?

Well, what’s cool is we’ve obviously had a lot of time [during the development process] to talk about what’s happened outside of the borders of the story that you’re seeing. So there are, of course, references to things, and some are very oblique so that hopefully the audience can infer what the characters are referring to. We used to have more references to things that we pulled out because they almost felt like they were trying too hard to allude to something. I think that the key is—and whether we’ve accomplished that or not is, of course, up to the audience—but the key is that references be essential so that you don’t reference a lot of things that feel like, oh, we’re laying pipe for, you know, an animated series or further movies. It should feel like things are being referenced for a reason.

Tell me about what it was like working on the new film both as its writer-director and as a hard-core Star Wars fan going back to your childhood.

Maybe the weirdest moment, which came months after production, was the first time I sat down with John Williams to show him about a half an hour of the movie. I can’t describe the feeling. All I will say is, just to state the facts of it: I am about to show John Williams 30 minutes of a Star Wars movie that he has not seen that I directed.

I mean, none of what I just said to you was ever going to happen in any form. John Williams—he was the DVD or Blu-ray of my childhood because we didn’t, of course, have VHS tapes of movies to watch when we wanted to. So I would buy John Williams soundtracks, often for movies I had not seen yet, and I would lie on the floor in my room with my headphones on listening to the soundtracks which would essentially tell me the story of the movie that I didn’t know. And I’d look at the photographs on the back of the album and I tried to read what I could about the movie—but really, I would just listen to these soundtracks. So it was an amazing thing to get to know him. But the weirdest thing was the idea that I was showing him scenes from a Star Wars movie he hadn’t seen yet. And the fact that they were scenes that I directed—that’s probably as surreal as it gets in my professional life experience.

Another thing that was great about the early films was the way they tapped into Saturday-morning serials and Westerns and old war movies. “Irony” and “camp” are the wrong words for those movies, because they’re very sincere, but there was also just a hint of maybe winking at the audience, too. Do you agree with that, and is that something you’re drawing on in your film?

I’ve got to say, I don’t think there’s winking at all in the original Star Wars. What I feel is everyone is playing it a hundred percent legitimately. What I think is happening is these characters are funny. Even Mark Hamill, when you really think about what he has to do, who he has to play in that movie, the scenes early on when he’s dealing with R2 and 3PO, I think he is underrated in terms of his playing a straight man to these droids.

I mean the sense of humor of that movie is so powerful, it’s so enormous, but it’s not, for me, ever remotely—I know you’re not suggesting this—but it’s not remotely fourth-wall breaking, or even fourth-wall thinning. To me there is a complete commitment to how selfish Han Solo is, how desperate to get off his desert farm planet Luke is, how demanding Leia is, how wimpy Chewie can be, how annoyed 3PO gets. I think that had there been irony to it, the air would’ve gone out of the balloon a little bit. I think that if you listen to the music of that movie, there’s no winking. There’s acknowledgement of whimsy. There’s acknowledgement of sweetness and romance. But I don’t feel like that is the soundtrack of a movie that’s winking the audience. You know what I mean?

Well, yeah. I think maybe a better way to express how I feel about those movies is that they had a certain knowingness, because of the way the characters are, so archetypal, and the way they reference a lot of film history, like Luke gazing out at the two setting suns the way someone would in a John Ford Western. That was such a part of the whole “movie brat” thing in the 70s, that George Lucas was a part of. Did you fool around with any of those kinds of nods at movie history?

There are a few specific references that are kind of my own little stupid, secret ones. But I will say that because the world is a different place now than it was when that movie came out, we can’t come out with the same thing and expect people to react as if they hadn’t seen it before. I’m not sure we could count the movies that have, since 1977, tried to embrace a similar mythic quality and in some cases a similar aesthetic or even humorous approach to a space adventure.

So on the one hand, you’re tempted to turn this into a meta–Star Wars, but that feels like you’re taking, by default, an ironic approach, which feels anti–Star Wars. So to me it’s not about trying to remake exactly what we’ve seen. It’s about inheriting and embracing the elements of Star Wars that are the tenets of what is so powerful. If this were a Western . . . well, there are the plains, there’s the saloon in town, there’s the bad guy who probably wears dark clothes, there are probably horses, there might be a stagecoach. I mean there’s the list of things that you know every Western must have.

And you know that in the Star Wars universe there are going to be certain things that you’re going to want to see, and that’s cool and that’s great. But what I realized early on was it was all about point of view—meaning it’s not like you just objectively throw in a star field or a spaceship or a desert planet or whatever the thing. The question is, who is that person in that experience? Why does it matter to them? What are they desperate for or afraid of? For me, you could reference all the stuff you want, but the experience of the audience in this is that they’ve got to be sitting with someone who happens to be on-screen going through these experiences. And then that’s not just a desert planet; it could be the most desperate place in the world. Or that’s not just a spaceship flying by; it could be the greatest, most heroic moment of your life.

That, to me, has been the constant struggle: to make sure that none of these things are treated like either they’re a museum piece and we’re trying to honor them or they’re gratuitous and thrown in because, well, it’s a Star Wars movie so you’ve got to put these things in. Everything has got to be essential to the characters in the film.

Directing a Star Wars movie is one thing. Directing Max von Sydow in a Star Wars movie must have been . . . intimidating?

It was amazing. What a sweet man. When we were first communicating, he didn’t have email. So I had to fax something to him. I was trying to woo him, so I made this big hand-drawn cover page that said Fax von Sydow with this whole thing, trying to convince him why he should be in this movie.

Fax von Sydow?

I don’t think he thought that was funny. But he was awesome. It was interesting because normally I would be nothing but terrified at the thought of directing an actor like Max von Sydow because, you’d think, That’s a guy who’s going to see right through you. But the truth is he was such a gentleman, so sweet, that he made it easy. He had to work a lot of late nights, too, and he was a complete trooper. He and his wife were both wonderful. And when he said good-bye to me, he gave me what he claims in his home country is a compliment and—I didn’t research this to corroborate it—but he gave me, literally, a kick in the ass as good luck. And I thought, Max von Sydow just kicked my ass. It’s pretty amazing.