Carell: I steered away from it, because I didn't want to do an impression of Don Adams. I figured there was no way to improve upon what he had done, and I thought the more I watched him, the more I would be inclined to do an impersonation, because he was so good and so definitive in the role. So, no, I sort of backed off on that.

Arkin: In making it my own? I made the choice 30 years ago of not watching the show, so—it was easy. [Laughter.]

Hathaway: I actually grew up watching the show on Nick at Night and loved it, so it was really fun to revisit it. I wanted to revisit it, because I was actually one of the last people cast, so I, unfortunately, [missed] the whole collaboration—"This is the movie we're making"— ... and I wanted to make sure that I understood where we were, what tone we were trying to achieve, and I really think that in the final product we've managed to have that silly, sweet, yet sophisticated feel that the original series had.Peter Segal, you have a bunch of terrific comedic presences in the cast, but your production team includes the man who cut The Bourne Supremacy, the man who shot The Road Warrior. Was the mix of action and comedy a blend, or were there bumps in trying to make that mix?

Segal: Not at all. Once Steve signed on to this project, everything sort of fell into place. Everybody wanted to come and play, and because of the tone that we set out to make—which Steve and I referred to as a comedic Bourne Supremacy—we went after the people who would make those kinds of movies. And I've worked with [cinematographer] Dean Semler several times, and [Deborah] Scott, our costume designer, won her Oscar for Titanic. ... We knew the show had an iconic look—the fashion back then was so sharp, and the '60s permeates a lot of fashion throughout the decades, unlike, say, the '70s. ... [We had] just as primo a cast behind the scenes as we had in front of the cameras. And because we knew what kind of tone that we were trying to set.Anne Hathaway, following up on The Devil Wears Prada and Becoming Jane, is there pressure to live up to that sort of iconic role that you had?

Hathaway: I think Meryl [Streep] had the iconic role [in Prada]. I think I was just the one keeping the story moving and trying to keep the audience entertained while she was offscreen. ... I'm 25 years old, and I've had tremendous luck in my life in terms of movies that I've made for artistic reasons [that] have gone on to become commercial successes. It's kind of dumb luck. You never know what's going to hit. Some movies that you think will have a mass appeal flop; other movies you think will be in a niche, you think it's going to be limited, make its money back, and it goes on and way outgrosses any of your other films. So the process is you just try to pick the best you can from what's available, and you try to work with people that inspire you. And that's just about it.Steve and Alan, how much did you stick to script, or were you able to ad lib a little bit or put your Second City experience to work?

Carell: Well, our writer's here on the end, and I can say that I improvised everything [laughs]. ... You know, it was, I think, a mix. We stuck to the script, but there were options and there were chances to play and kind of see what other [things worked] ... In collaboration with Pete and the writers and the cast, we would come up with alternatives. Because you never know, in the final outcome, what will or won't work. So we tried to give ourselves some options on various takes.

Arkin: Me, I like to improvise. It's my training, it's my love. But on this script, I can honestly say, I think I improvised one word. It was "Nuclear!" I think that was my one contribution. I was not only bowled over by what [writers] Matt [Ember] and Tom [J. Astle] did, but the development from draft to draft I found really amazing. These guys ... would put in a 40-hour week. Matt told me that they go to work at 9 and leave at 5. I couldn't believe it. I never knew a writer that [did that], except to take a drink once in a while, but these guys don't seem to do that. ...For the producer and the writing team, the graveyard of Hollywood ambition is littered with 1960s TV shows turned into movies. What made you feel you could make this an exception to this rule?

Producer Chuck Roven: Get Smart had been in development at Warner Brothers for a number of years before I became involved. ... But when the creative team came together, you know, Pete and Steve and Matt and Tom, and the vision for what this was to be [came together]: ... the simplistic version was [a] comedic Bourne Identity, ... an action comedy [that took] inspiration from the '60s show but not be a slave to it.

Writer Matt Ember: The show was very relevant in the '60s as it related to political satire, and I think that the whole idea here was ... we're living in a time now, in the 21st century, where there are a lot of things you need to look at socially. So there's a lot, we think, kind of smart jokes that actually make you think about where we are today as a society.Did any of you break up while shooting because of the jokes?

Carell: Oh, it takes editing to cut out all the times I'm laughing hysterically. That's the long and short of it. More importantly than that, I try specifically not to laugh when someone else is doing their thing, because if you laugh and ruin someone else's take, if someone's doing something inspired or incredibly funny, it's a gift, and to take that away by laughing and ruining it, that's a cardinal sin in my mind. But there are some times you just can't help yourself. The scene in the movie, when Alan is trying to pronounce a name [in] the Cone of Silence sequence, and I, the scene probably took five times longer than it should have because ... I couldn't control myself. And so I took that gift from Alan Arkin. What were you trying to pronounce again?

Arkin [fumbles pronunciation]: Krstic.

Carell: That just killed me.

Hathaway: That was really fun, because I would ... break all the time with Steve, and most of my scenes were with Steve, and so when he finally broke it was such sweet vindication for me.

Arkin: I'm actually laughing in the movie. There's a shot where I'm laughing at you [Carell] in the movie. I was humiliated beyond my wildest hopes.

Carell: You were laughing after [I said, "That's a] sucker punch to the gonads."

Segal: That was an ad lib from Steve. Because we would never have written something so crass.Peter Segal, Maxwell Smart is smart, but in many ways he's the classic bumbling protagonist. Does this kind of comedy pose a particular challenge to a director?

Segal: We tried to bring our own sensibilities to this and to give it a different tone. What I learned from [writer/producer] David Zucker on [Naked Gun 33 1/3: The Final Insult] was make your bad guys bad [and] take your plot seriously, even in a comedy. We bumped that up a notch even more, and talking to Mel Brooks about it, that's exactly what he tried to do back in 1965. He said, "Let's take 007 and just stretch it one inch further into comedy, but give it all those stakes." And if you look back at the series almost half a century ago, it was a fairly expensive show for the time. Single camera, they went on locations, there was a little bit of action. Compared to the other kinds of comedy that were on the air at that time, it was very unique and different, so we just tried to take that and broaden it on the big screen.Steve Carell, how much preparation you did for this film for all of the action sequences, and what was the most dangerous, and for Anne as well, and what was the most dangerous scene to shoot?

Carell: Well, I worked out and made my body a physical specimen to be admired, and fine tempered steel is what most people refer [laughs] ... I tried not to get killed. ... [That] was my MO in this. ...

There's a scene where we're riding a banner behind a moving SUV, and so we were on a platform, we weren't hooked in to anything, and just being pulled down train tracks riding on top of this platform. ... The only reason I think it was dangerous was because everyone said [speaking rapidly], "OK, you ready to go? OK, good! Let's go! Let's do it!" And then we just did it. But, you know, the safety crews, everybody was great. I never felt that ... anything was in jeopardy. And the stunt people did the really heavy lifting and did a great job.

Hathaway: Yeah, being pulled by the [SUV was] definitely our Titanic moment: "If I jump, you jump." The other one that was [scary] ... I did feel so safe all the time that the danger never really entered my mind, which, when I would describe to my mother what I was doing, she would have the heart attack for me. Being dropped 50 feet, being strapped to a cable, ... having nothing but sidewalk [below]. Well, no, I guess in the shot they did have a pad. But, you know, it was on a street in Montreal, so you weren't in a closed set, so you felt a little more exposed. But I just remember giggling. You would just kind of laugh. I remember putting my head down because I was laughing so hard. It was just such a rush. It was just lovely, lovely. It was just so exhilarating. So, yeah, it was just, you just felt so safe all the time that it was just like being at the best amusement park ever. ... Anne, I hear you're a fanatical Office fan. Is that the case? And what's it like to make out with Steve Carell after that?

Hathaway: Well, to say I'm a fan of The Office is really putting it mildly. ... When Steve and I don't see each other for a few weeks, my first question is, of course, "Like, what's coming up?" And I agree, the season finale was awesome. ...

Making out with him, it's like the yummiest lollipop ...

Carell: You are so full of it ...

Hathaway: ... dipped in sunshine ...

Carell: ... stop it ...

Hathaway: ... and just wrapped around ... in a masculine wrapper. That's the only way I can think to describe it. [Laughter.]

Segal: The day that you guys kiss it was the opposite. You were deathly ill ...

Hathaway: ... OK, you've got to hear this. That day, that was the day of the train tracks. Somehow there was a health scare last year, and a certain contact solution, I won't same the name of it, but it was the one I use, gave you conjunctivitis. ... I had a sinus infection at the same time. So I had to go up to Steve, my eye is red, puffy and dripping green. I'm just, like, snotty, and I'm like [lowers voice seductively], "Come here." And the worst thing was, we didn't know that I had conjunctivitis at the time, and so I had to call our producer Alex Gartner that night and say, "Yeah, you might want to call Steve and let him know I had pinkeye and my tears kind of got in my mouth, so ... he might want to worry about that." So it was very glamorous, and I'd do it again in a heartbeat.Steve, did you get pinkeye?

Carell: No, I didn't. The gadgets were such a big part of the series, like the shoe phone. Can you tell us about which you decided to update and which you decided to throw out?

Segal: Well, we had to put the shoe phone in, and that was tricky, because how do you make something like that, that's so iconic and was really the ancestor of today's cell phone, relevant to a movie like this? The Cone of Silence we had to put in. ... Ironically, one of our visual-effects supervisors said that ... his uncle—and I can't say his name—[was] someone who was very high up in the CIA, and they said that the Cone of Silence actually existed, and they used it in the American embassy in Moscow. ... These were plastic cones. ... One cone ... went over the people, and they played music inside so that the conversation couldn't possibly be picked up by bugs. And, as usual, they said, it didn't work. So we had to figure out a way to try to put those in. And if you've already seen it, you know how we did it, and it was kind of tricky. But ... [we] did a lot of research, and Matt and Tom were fantastic. And Matt is so annoyingly detailed in his research, he always is on the Internet looking up things that exist, and so almost everything in the movie is based in some kind of reality. And so we came up with a few of our own gadgets to go with the iconic ones.The end credits have a credit for Buck Henry and Mel Brooks as being creative consultants. What was their input in this film?

Segal: We talked to Mel and Buck and also Leonard Stern [executive producer of the original TV show] several times to get their ideas and opinions. Mel was busy doing Young Frankenstein on Broadway. Buck has been battling some illness, and Leonard is still fantastically vital and going strong and came to the set several times, and it was very nerve-wracking to be working with these legends, because we all have such—well, all except for apparently one person [looks at Arkin, eliciting laughs]— ... such fondness for the original series. And, you know, so there was a lot to live up to.

Arkin: If I had seen it, I would have loved it.

Segal: Mel and Buck recently saw [the movie] within the last two weeks, and when Mel called me and he was going on and on and raving about it, I said, "Mel, you have no idea how much I've looked forward to and dreaded this phone call for the past two years." But you can't do something like this without consulting who we referred to as the three kings.