Steve Carell, Anne Hathaway, Dwayne Johnson Reveal How They Got Tough To 'Get Smart'

"Get Smart" is a spy spoof in the "Austin Powers" tradition, made to cash in on the overnight fame of Steve Carell. Co-stars Anne Hathaway and Dwayne Johnson enjoyed cracking jokes and then heading back to their trailers as professional stuntmen acted out their action scenes. It's a big, dumb, traditional summer blockbuster, filled to the brim with fart jokes.

And if you believe any of that, well, you've missed it by that much.

"I had just done 'Anchorman,' " Carell recalled of landing the role of Maxwell Smart, which raised eyebrows back in 2005, before "The 40-Year-Old Virgin" and "The Office" had made him a household name. "I went to this thinking it was an audition. I didn't think they were offering me a role."

When Carell first spoke to us about the role during the summer of 2005, he meant to explain that he wouldn't be copying the beloved mannerisms of the original Maxwell Smart, Don Adams. But he accidentally uttered the name of jittery "Three's Company" actor Don Knotts instead. "See, that's my problem," he laughed at the time. "I was hoping to do it like Don Knotts, and clearly that would fail."

In hindsight, "Get Smart" seems that much more, well, smart for casting an actor who fit the role, rather than an at-the-time A-lister. "I went with a picture and résumé over to Warner Bros. and was then asked to play the part," he said, marveling at the ease of his casting.

"He was actually on before I was," director Peter Segal said. "I heard that he was on, and then they asked me if I wanted to do it. Judd Apatow, who I knew, was working with him at the time on 'Virgin,' and I asked, 'Could I come take a look at a screening? Because I only know him from the smaller roles that he has done.' And as soon as the lights went up after the screening, I raced to the phone and said, 'I'm in! This guy is terrific.' "

At that point, the difficulty came in reminding the world that "Get Smart" was the original spy spoof, launched on TV in 1965 some 30 years before Mike Myers' shagadelic successes.

"I remember watching it on Nick at Nite and stuff like that, but I didn't know too much about the series," admitted 30-year-old Nate Torrence, who appears in the film as Max's gadget guy, Lloyd. "But when you hear Steve Carell, all of a sudden you're like, 'Wow, this is a pretty sweet movie!' "

It's also an action-packed movie that unabashedly owes as much to Michael Bay as it does to Mel Brooks. While the original offered soundstage depictions of CONTROL spies engaged in a Cold War battle with evil KAOS agents, this "Get Smart" has Carell and his co-stars dodging bullets in Moscow, engaging in a skydiving fistfight and caught up in chases that involve helicopters, trains and even a swordfish.

"[My character] kicks a lot of ass and takes a lot of names. He's in that business, and business, quite frankly, is good," said Dwayne "The Rock" Johnson, who plays Agent 23 in the film. "Boy, that's a good line — we need to write that down."

"I used to watch the series on Nick at Nite when I was growing up," said Hathaway, Agent 99 in the film, who, like Carell and the Rock, insisted on doing many of her own stunts. "I never thought specifically, 'I want to be a dramatic actress' or 'I want to be a comedic actress' or 'I want to be an action hero.' I've never thought about that. I just wanted to do everything, and I still do."

Laughing, she added, "So that explains my slightly schizophrenic career."

But forget the action sequences; the greatest secret weapon in Max's arsenal isn't his flame-throwing pocket knife, his shoe phone or even the Cone of Silence. It's the intelligent, subversive, punch-line-heavy dialogue shared by both incarnations of "Get Smart."

"I thought, 'Let's make a real spy movie with real villains and raise the stakes, and then lay the comedy on top of that,' " Carell said. "With any luck, it would resonate."

It's a good thing the movie works because, despite being a big deal now, the role is the closest he'll come to living the exciting life of Maxwell Smart. "I like to think that I have a flamethrower in my pocket, but that's more of a euphemism," he sighed. "My clothes don't do anything. I shop at Banana Republic."

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