IN the editing bay of the updated "Get Smart," which hits theaters June 20, director Peter Segal and film editor Richard Pearson watch images of Maxwell Smart free-fall across the screen. Would you believe . . . the man is sky diving? Would you believe . . . he's sky diving a deux with Agent 99? Would you believe . . . he's sky diving a trois with Agent 99 and a 7-foot, 2-inch assassin?
With the help of three stunt doubles in prosthetic makeup and a few visual effects, it's pretty darn easy to believe that actors Steve Carell, Anne Hathaway and Dalip Singh -- who play Max, 99 and the assassin, respectively -- have jumped out of a plane for a midsky tussle.
"I've always envisioned myself as a major action star," deadpans 45-year-old Carell. "You know, frankly, not in a million years did I ever think I'd be the lead in anything, let alone be in an action movie beating up bad guys. It's so much fun. And it's so ridiculous that this is where I found myself at my advanced age."
The contemporary story, based on the beloved 1960s television spy series created by Mel Brooks and Buck Henry, shows Maxwell Smart on his first assignment as an agent. For years, Max has worked for the chief (Alan Arkin) of the U.S. spy agency Control as a top-flight analyst fluent in 14 languages, but he was unable to work in the field because of health reasons. But after the evil crime syndicate KAOS masterminds an attack that blows the cover of every agent except for Max and 99, a seasoned veteran who recently had reconstructive facial surgery, the two must team up. Dwayne "The Rock" Johnson costars as superstar Agent 23, and Terence Stamp and Kenneth Davitian play evil KAOS operatives Siegfried and Shtarker, respectively.
Many A-list comedians, including Will Ferrell and Jim Carrey, expressed interest in starring as Max during the project's nine-year development, but it wasn't until Carell signed on that "Get Smart" gained traction. "Originally, I turned it down a couple of times," says Segal. "They approached me over the years with different actors involved. Steve's been the reason that it felt right. He's been the reason a lot of people wanted to be in it."
For the role of 99, a dozen or so actresses auditioned opposite Carell. Segal initially feared that Hathaway was too young, but she won him over when she widened her eyes comically to attempt to see an assassin who was directly behind her and ad-libbed the line "Use your peripherals."
The original show, says the 25-year-old actress, "was on Nick at Nite, so I used to watch it with my cousin who's two months older than me. He would be Max and I would be 99. We spent our summers in Cape May, N.J., and we would just ride our bikes around battling imaginary KAOS agents that were actually trees. And we played it for, like, two summers straight. I didn't realize that it would come back around in my life."
Hathaway is hardly alone in her reverence for the series, a parody of James Bond-type spy thrillers -- everyone involved tried to honor its unique mix of political satire, cutting-edge gadgetry and catchphrases. Brooks contributed jokes, and original show runner Leonard Stern makes a cameo.
But the filmmakers also tried to up the ante for 2008 audiences with high-octane action sequences such as the three-person sky dive. "When I was first asked to be a part of it, they just sort of picked my brain in terms of what I saw the movie could potentially be," Carell says. "The way I pitched my idea in terms of the tone was a comedic 'Bourne Identity.' And I really thought if it was full of real action and threats that pose real danger to characters and bad guys who truly looked like they could be spies, if it moved a little closer to reality, there would be a greater payoff in terms of the comedy."
He catches himself philosophizing and grins. "Again, we're talking about 'Get Smart.' You don't want to overanalyze it."