Director Peter Segal approached "Get Smart" as both a filmmaker and a fan. "This was an iconic show from the 1960s, a true classic and one of my favorites," he says. "I loved it. It was smart, irreverent and hilarious."
Says producer Charles Roven, "We didn't want to recreate it but to contemporize it--
to make it work for our time with a modern perspective and action sequences that aren't only there to punctuate the laughs but are worthy of any thriller. We wanted to bring this world of super-spies into a new era with the scale and scope it truly deserves on the big screen."
Segal discovered that just imagining the familiar characters and some brand new ones in today's headline-worthy situations sparked a thousand ideas and jokes, inspired by the same savvy humor that made the series--the brainchild of comedy mavericks Mel Brooks and Buck Henry--so memorable.
"Our goal was to embrace the spirit of what Mel and Buck created and bring it to a new generation. The movie pays homage to the touchstones of the series; its irreverence, political satire and some of the catchphrases that are now part of our culture," says Segal, "but with a fresh story, a 2008 point of view and a style and energy all its own. The idea was to make a movie that offers as much to new viewers as longtime fans and, bottom line, to just make it funny as hell so it doesn't matter if you know the history or not."
Producer Alex Gartner credits Segal with "the ability to blend smart comedy [pun intended] with serious action, neither of which is easy and certainly not easily meshed, but it's something at which Peter excels and why we wanted him to direct. There's a lot of physical humor here, but played against a realistic backdrop."
Steve Carell, who stars as Maxwell Smart and also serves as an executive producer, sums it up this way: "I'd say it's 80% comedy, 20% action, 15% heart, 35% romance, 10% adventure and probably less than 1% horror. Put that all together and you have more than 100%, which is more, really, than you can expect from any movie."
Not surprisingly, notes producer Andrew Lazar, "Steve Carell as Max was the most important part of the puzzle in putting this project together. His involvement triggered everything and his ideas about how to play the character informed the entire piece."
"What first attracted me to the project was Steve," acknowledges Segal, who committed on the strength of Carell's casting even before seeing a script. "In my mind, there was no one else who could do justice to this role, and if you don't have the right Max it's not worth doing."
"We were able to tailor the script to Steve's immense comedic talent, which gave us free range to take it to places other people might not be able to go," offers producer Michael Ewing. "Together with screenwriters Tom Astle and Matt Ember, Peter and Steve worked on developing the character, as well as some of the plot points." Bringing with him a wealth of improv experience honed during his days with the famed Second City, Carell often brainstormed with the filmmakers and his fellow actors to come up with alternate jokes and angles on a scene.
To give the property its 21st-century launch, Segal and the producers decided first to take "Get Smart" back a step. Citing another of Roven's recent producing efforts, the 2005 hit "Batman Begins," Segal explains, "I liked the way that film reinvented the Batman franchise by telling an origin story in a way that hadn't been previously explored. With that in mind, we start from the beginning and show how Maxwell Smart came to be an agent, how he met 99, and his first encounter with KAOS villain Siegfried--all those elements already in place when the show aired."
"From this point forward, he's the Max many of us know and love, but this movie tells us how he got there. It's a great introduction for new viewers and offers fans what they love and remember about their favorite secret agent," says screenwriter Tom J. Astle.
As the movie opens, Max is hard at work deciphering suspicious international chatter from surveillance tapes and preparing voluminous reports for his CONTROL colleagues. He is such a valuable analyst that his boss, the Chief, is regrettably unable to offer him the one thing Max wants most in life and has been training for so diligently: to become a field agent.
Says Carell, "Max is incredibly earnest and dedicated at what he does but wants desperately to prove himself in the field."
"In this aspect, as in all his comedies," notes Segal, "Steve brings a measure of humanity into play so that you genuinely feel for him. His Max is a man who sees this opportunity as his final shot, and that fuels a lot of his decisions and the subsequent action."
"His secret fear, like that of many people, is that he may have missed his chance, that it's just never going to happen for him," adds screenwriter Matt Ember. "Then circumstances catapult him into his fantasy career overnight. He gets a new lease on life."
When longtime CONTROL nemesis KAOS attacks the agency's headquarters and exposes the identities of its key operatives, the Chief has no choice but to upgrade Max's status to Agent 86 and dispatch him on the kind of dangerous mission that would challenge even a veteran.
Even though it's under the worst possible circumstances, Max can't help being ecstatic.
"Clearly he has a lot to learn and he makes mistakes," Lazar admits. "But just as clearly he has his own talents that emerge as the action progresses and he comes through in unexpected ways that even surprise his reluctant partner, Agent 99. Max is not only by-the-book, but he knows the book better than anyone else."
Still, as Roven points out, "Although Max has studied the agents' manual and passed all the tests, he's never been in a situation where people are actually, well, shooting at him."
There's no easing in, no learning curve; he has to hit the ground running. Literally.
Max is partnered, by default, with Agent 99, the only top CONTROL operative whose identity was uncompromised by the recent breach. Says Anne Hathaway, who stars in the role, "99 is disappointed, to say the least, about working with a rookie, and everything he does in the first five minutes of their meeting only confirms her worst fears. So not only does Max have to prove himself to his boss, he has to prove himself worthy of working alongside this strong-willed woman who is obviously not going to take it easy on him."
Segal asserts that the accident-prone but tenacious secret agent was never meant to be a bungler. "Rather, the humor here springs from Max's unbridled enthusiasm, combined with a woeful lack of practical experience.
"But he's quick to recover. His mind is always working and he's confident that everything he does is right even when it sometimes goes awry," the director adds.
Such is the charm of Maxwell Smart, as described by Leonard Stern, who was an executive producer and Emmy Award-winning writer on the original series and has a cameo in the film as a bewildered pilot yanked from his plane in the name of national security. "You root for Max. You want him to do well. He's indomitable. For every fall he takes he gets up immediately and ignores it, dusts himself off with aplomb and attacks the problem another way."
"Watching the show I always got the impression that Maxwell Smart was no fool," says Carell, a longtime fan. "I saw him as a resourceful, capable guy who had principles he was willing to fight for. He didn't always take the route others might have taken but still, even if it was counter-intuitive, he managed to come out on top."
By presenting Max as a newly minted agent whose abilities haven't yet been tested, Carell begins from a different place than series star Don Adams, of whom he says, "Don was so distinctive, there was no realistic way to recreate his approach and his cadence, and I didn't want to do an impersonation. Instead, I wanted to tap into the essence of the character and the show's rich template and, without taking anything away from that, create something new and fresh in a way that honors the original but also stands on its own."
Regarding CONTROL, the covert agency to which Maxwell Smart has devoted his life, and KAOS, the group it has vowed to obliterate, part of the "Get Smart" mystique is in its depiction of the ongoing struggle between these rival spy agencies whose very existence is unknown except at the highest levels of government.
"CONTROL was conceived as a secret American spy agency focused solely on defeating KAOS, an international organization committed to doing everything they can to create, well, chaos," offers Ewing. "The two are eternally opposing forces that, in the larger sense, represent good and evil." And, in the "Get Smart" sense, represent myriad opportunities for comedy.
In a world defined by CONTROL and KAOS, you never know if a pen is just a pen or possibly also a dart gun. Phone booths become elevators. There are convoluted passwords and secret codes, fantastic devices that would baffle James Bond and undercover agents who can pop up when and where you least expect it.
"The show aired during the Cold War and Vietnam and reflected some of those concerns. We likewise took inspiration from today's headlines," says Segal, in reference to a pervasive public consciousness of clandestine events occurring worldwide. "With the CIA, FBI, Homeland Security and potentially more than a hundred similar agencies operating in the U.S. alone, the idea that underground organizations such as CONTROL and KAOS could exist doesn't seem so far-fetched. There's still a lot going on politically to satirize and skewer."
"In other words, in the 40-some years since 'Get Smart' aired in an atmosphere of international tension and suspicion, not much has changed," quips Stern.
Clearly, we need Maxwell Smart now more than ever.

"THE OLD…finding-actors-who-can-deliver-clever-lines-while-
fighting-assassins-on-the-roof-of-a speeding-car TRICK."
"Get Smart" reunites Maxwell Smart with familiar key characters while introducing several new ones.
"There's fantastic interaction between the personalities that really blossoms because of the casting," notes Gartner. "You see the rapport and the rivalry between Max and 99, Siegfried and his assistant, and the almost paternal relationship between the Chief and Max."
The ever-capable Agent 99 is played by Anne Hathaway. Just as series star Barbara Feldon inhabited the fan-favorite role as the epitome of a liberated woman of her time, Hathaway's portrayal presents her as a confident, consummate professional, then takes it a logical step further.
"She was a girl who could keep up with the boys," agrees Hathaway. "Now, she just as often sets the pace. But she never sacrifices her femininity, which is another carryover from the series--that, and her Chanel obsession. She revels in being a woman who can run and fight in high heels, who makes no apologies for being a woman nor asks for special treatment."
Segal enlisted Oscar-winning costume designer Deborah Scott ("Titanic") to create for 99 a look Hathaway describes as "appropriate for battling Ninjas while walking down the runway. It's classically elegant but fun, modern but with a little 60s swing, efficient and undeniably feminine"--like the lady herself.
Notes Lazar, "It's tough to trust people when you're a spy, and 99 did not get this far in her career by opening up to people. Still, she's also a woman with a personal history and the kinds of concerns everyone can relate to, and Anne allows that warmth to shine through. It's at the heart of the banter between Max and 99, despite their differences."
Hathaway claims to have won the role because "I managed to hold it together five seconds longer than the other actresses who read with Steve. He is not easy to keep up with. But he taught me a lot about comedy and ad-libbing and he and Pete made me feel very protected from both sides of the camera."
The filmmakers cast Dwayne Johnson in the newly created role of the invincible and impossibly charismatic Agent 23, whom Max had hoped to be partnered with, knowing that the actor's sense of humor would shine through as CONTROL's reigning superstar. Together, they worked on developing and introducing 23 to the "Get Smart" world as Max's mentor and idol.
"The great thing about Dwayne is that he has a tremendous action resume but he is also outrageously funny and has a great warm personality, all of which he brings to the part," states Roven. "Agent 23 needs to be not only the epitome of cool, the guy everyone wants to be, but at the same time has to be Max's benevolent big brother in a way, always encouraging him to pursue his dream of becoming an agent."
The best way to describe him, offers Johnson, is that "He's simply the greatest agent on the planet, the star quarterback, the absolute best at what he does. He loves his work and loves himself and he's not afraid to let people know it…but in a nice way, which only makes him more likeable. He also cares a great deal for his would-be protégé, Max, and always defends him when the office bullies get after him."
Keeping the office bullies and everything else at CONTROL in line is the Chief, played by Alan Arkin, who sees his character much like "the principal of a high school in a difficult neighborhood. He's earnest, under enormous pressure and often frustrated but is overall a good and effective boss. His genuine affection for Max notwithstanding, his allegiance to the agency comes first."
It was Carell who suggested Arkin for the role, having worked so memorably with him on the acclaimed 2006 comedy "Little Miss Sunshine," for which Arkin earned an Academy Award.
Arkin was in the first company of Chicago's famed Second City improv troupe, at the forefront of a performance tradition in which Carell and fellow "Get Smart" actors Masi Oka, Nate Torrence and David Koechner have shared. "Improvisation is in my blood," he says. "Even when the script is cooking, if you do several takes something just starts happening and Pete was happy to allow it."
Acknowledging that Arkin imparts his own inimitable comic rhythms to the role, Ewing says, "The Chief has an active and formidable presence, someone who you can believe has been running this agency for 30 years and can still kick butt with the best of them."
Adds Segal, "Being a great dramatic actor as well as a comedian, he can play it with absolute gravity as if the world is truly in peril, which only makes everything funnier."
Representing the Chief's biggest problem is Oscar-nominated actor Terence Stamp as notorious KAOS arch-villain Siegfried.
"Terence's delivery is so dry," says Segal. "He's really convincing as someone who would be very comfortable with world domination."
Siegfried also manages to elicit a measure of sympathy because, as undeniably corrupt as he is, the man is trying to get his work done while hobbled and confounded from every direction, not only by CONTROL but by the incompetence of his own staff. "In that way, he is relatable to everyone who works in an office," the director remarks.
Stamp drew inspiration from Malvolio of "Twelfth Night" in making Siegfried "a pompous and pretentious figure, always looking down his nose at everyone. To him, everyone is an underling. We all know people like that, who unfortunately find themselves in positions of power and cannot afford to acknowledge other people as individuals.
"It's always a treat for me to play comedy," he continues. "It's something that has happened later in my film career, although I did comedies previously in the theater. Pete liked the way I approached the Zod role in the 'Superman' films so I aimed for that kind of laconic delivery with Siegfried."
His long-suffering assistant Shtarker is played by Ken Davitian of "Borat" infamy, which Carell acknowledges by joking, "Ken came to our first table read completely naked."
Well, maybe not. But Davitian's entrance did have an unexpected element. As Segal recounts, "He came to his audition with a thick accent and pretended he didn't understand half of what I was saying." The California-born actor originally read for another part before breaking into his natural voice and asking about the Shtarker role.
Segal says, "The only reason I hadn't considered him for it was that I didn't think he spoke much English. He's actually a perfect Shtarker and the visual pairing of him with Terence is funny on its own. Of course, once he got the part I asked him to restore the accent because KAOS is an international, equal-opportunity employer." That his accent is completely different from Siegfried's is even better.
Absolutely subservient to Siegfried, Shtarker obeys his every maniacal order but in a way that makes it known to anyone paying attention that he would gladly push his boss under a bus if he thought for a second he could get away with it. "He's been waiting so long for an opening in the mailroom and it hasn't happened," says Davitian. "Meanwhile, he has to do all of Siegfried's dirty work--kill people, wash his car, whatever he wants. It's a terrible job. I feel sorry for the guy."
Meanwhile, largely oblivious to the threat KAOS poses to the fate of the world is the U.S. President--played by the Oscar-nominated James Caan, the only actor among the "Get Smart" cast who can boast of having once guest-starred on the series.
Caan's portrayal is that of an amiable if not entirely on-the-ball leader, whose refusal to take the KAOS menace seriously causes the CONTROL Chief considerable frustration that he just barely manages to conceal. "But it's the President's sloppy pronunciation skills that really drive the Chief crazy," Segal admits.
While the clock ticks and Max and 99 cross the globe to locate and disarm the KAOS network, CONTROL staffers Bruce and Lloyd of the high-tech weapons lab, together with remaining agents 91 and Larabee, keep things running smoothly at the agency's headquarters.
Emmy nominee Masi Oka ("Heroes") and Nate Torrence ("Studio 60 on the Sunset Strip") star as Bruce and Lloyd--two engineering geniuses who make up in loyalty, energy and creativity what they may lack in certain interpersonal and office skills.
Says Oka, "They're the gadget guys, like Q to Bond. Bruce and Lloyd are passionate about their creations and proud of their service to their country. They get no respect from the other agents, of course, but between the two of them they know the truth: they're the real heart of this operation. Without their technical know-how those hotshot agents would just be empty suits."
"They're nerds," Torrence admits. "Plus, Lloyd has a severe aversion to blood, threats or danger, and has a tendency to faint when faced with any of those things."
Both Second City alums, Oka and Torrence had not met prior to "Get Smart" but struck an immediate rapport on and off the screen, fine-tuning their roles as they went. "Originally Bruce was the bossier and more sarcastic one and Lloyd was the follower, but as production progressed we fell into our own rhythm and it evened out. Now they just bicker like siblings," observes Torrence, prompting Oka to add, "It's an odd-couple thing."
Agents 91 and Larabee, played by Terry Crews and David Koechner, are also a team, of sorts, but not one you'd necessarily want on your side. To extend the schoolyard analogy, if Agents 23 and 99 are the popular jocks, and Bruce and Lloyd the nerds, then, says Segal, "Larabee and 91 are the bullies."
With CONTROL under lockdown following the surprise KAOS attack that inadvertently begins Max's field career, 91 and Larabee are pressed into clerical work and they're not happy about it. Consequently, and with regular target Max suddenly out of their sights and Agent 23 not always around for protection, they torment Bruce and Lloyd more than usual.
On the other side of the street, Siegfried and Shtarker are aided by the charming and deadly KAOS agent Krstic--also a helluva good dancer--played by David S. Lee, and their stoic bodyguard/hit man/chauffeur Dalip, played by towering powerhouse Dalip Singh.

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