Steve Carell and Anne Hathaway in Get Smart Courtesy of Warner Bros.

In the beloved original 1960s television series Get Smart, Maxwell Smart, played by Don Adams, would frequently subject his superior — simply referred to as Chief — to talking under the Cone of Silence when he needed to discuss a Class-A security matter in private. A recurring gag, the Cone of Silence would only prevent those inside from hearing each other — and it looked like a huge plastic brassiere attached to the ceiling with metal rods.

Though the Cone of Silence still doesn't work in 2008's Get Smart — an entire conference room of agents hear Steve Carell's Maxwell Smart shrieks of joy at his promotion to spy — it did get a 21st makeover. Gone are the hokey gadgets, and even the iconic shoe telephone makes the briefest of cameos. And while Maxwell Smart's iconic cars in the series, including the 1965 Sunbeam Tiger roadster and gold Opel GT make quick appearances, we now see Smart swishing through the Russian countryside in a fire-engine red Ferrari.

"The fun was being able to take advantage of all of the things in the contemporary world that the Get Smart series took advantage of in its time," says producer Michael Ewing, "but keeping it contemporary tonally and servicing that action which the television series didn't quite get to do — because it was a television series."

Although a lot of the endearing corniness and bumbling bureaucracy that made up the CONTROL-vs-KAOS universe is sacrificed in this high-octane caper, director Peter Segal was determined to find an actor that could embody the charming cluelessness that Don Adams brought to the character of Agent 86. As soon as Segal and the producers knew that Steve Carell was available, the project went into high gear. Carell was fresh off the cultish hit Anchorman, where his most famous line is "I love lamp," and hadn't yet snagged his breakout role in The 40 Year Old Virgin, so he assumed that he'd be auditioning with every other Maxwell Smart-wannabe in Hollywood.

"I was called into a meeting at Warner Brothers and I thought it was an audition, so I went with my picture and resume. And I thought I'd be sitting in a little room with a bunch of other people reading for Maxwell Smart. And instead I went into a conference room, and there were the executives and producers and they just said that they wanted me to play the role. So essentially my head exploded at that point — with happiness. It was a very surreal moment."

Steve Carell and Anne Hathaway in Get Smart Courtesy of Warner Bros.

For Segal, finding someone to step into the shoes of TV's Barbara Feldon as the tall, attractive, and self-assured Agent 99 was not as easy. The part had been up for grabs and many actresses were considered. "The first thing we knew after we got together with Steve was that the relationship between 99 and Max is all about chemistry. And it was easier to talk about who didn't want this part in Hollywood than who did. Every actress wanted this role," recalls Segal. "Anne was the biggest, crazy fan of The Office, and she literally wanted to meet Steve. And so she insisted on coming in for an audition."

Segal thought that someone of Hathaway's stature wouldn't need to audition but he was curious to see if any chemistry existed between Carell and the star of The Devil Wears Prada. Hathaway was the first actress to audition for the part with Steve Carell. As the two sat down together with Segal, the director glanced over at a vintage Get Smart lunchbox that someone had sent him as a gift. The pair, he realized, were a striking visual echo of the original duo. "I didn't expect [it]. But beyond the looks, she really wanted to also show that she could stay toe-to-toe with Steve. And in this one particular scene, Steve went off the page and Anne followed and I started writing down the ad libs on a piece of scratch paper, and a lot of those ad libs that they did in that very first audition wound up in the movie."