This summer, acclaimed director Peter Segal is unleashing the first ever big screen adaptation of the hit 1965 Cold War spy sitcom Get Smart on unsuspecting audiences everywhere. Advanced word of mouth is strong, as the film reportedly hues closely to the original in both content and spirit. "Get Smart" promises to be just as heavy on the action as it is on the comedy. Last summer we visited the set of this box office smash in the waiting. There, we met up with Steve Carell who has stepped in to fill the very big shoes left by Don Adams, the original Maxwell Smart, aka: Agent 86. We also got a chance to talk with David Koechner, the only man on the planet funny enough to reprise Robert Karvelas' bumbling agent Larabee. Here is what we saw and heard:

Get Smart Set Report - 10:00 am - 05/09/07

The smell of Freon permeated the cold basement walls of the Get Smart set. We were underneath one of the warehouses located in the fashion district of downtown Los Angeles. This is the same building where American Apparel sews a lot of its clothing. The same building Jason Statham shot to pieces in the film Crank. On this particular day, the place was decked out like an army training facility. There were Styrofoam tunnels, upturned wood pallets, barbed wire, and fencing materials all strung along like an obstacle course. Most of the set dressing had been sprayed jet black in uneven streaks. By the time we reached this point, we'd already lost one of our fellow journalists. A woman I'd not been formally introduced too yet.

Walking towards the treacherous Control training facility, I saw the woman's foot go into a half covered manhole. The steel plate sitting lopsided on top of it caught her toe, ripping the nail back as her foot went in. This happened as I took a step forward. My shoe was about to come down on top of that sheet metal covering, which would have snapped her foot in half. I did my best to leap over it, and continued on my way. By the time we got into the tunnel, we were informed that the lady was being treated with ace bandages and vicodin. We wouldn't see her for the rest of the trip. "The Rock", trying hard to earn a "Most Awesome Movie Star Ever" award gave her some special treatment upstairs. In those hands, I figured she'd be okay.

Loud explosions of gunfire ricocheted through the concrete corridor. They came fast. Someone rushed up with earplugs, but it was too late. The initial damage was done. Milling about were a bunch of hunky, handsome extras decked out in black riot gear. They almost could have been "real" actors, except that they were a little "too" good looking. One of them smiled at our tiny caravan. His profile was littered with fake debris from a wood crate detonation.

As we crept down the winding corridor, we saw Dave Koechner off in the distance, playing with some FX ammunition. After fiddle-dicking with some of the extras, he called out to one of the more famous members of our tiny journalistic team. With loud whoops, he called out the individual's name, mocking him until we disappeared into another underground bunker.

In the pit of the warehouse sat twelve directors chairs set up in front of two plasma screen monitors. Chinese lamps hung off the top, illuminating the space in an eerie red glow. A small woman with Popeye arms carried a large glad bag of set waste past us. We sat down in the dark to watch the two monitors, which were illuminated in hues of deep blue.

Hip-Hop music blared as the SWAT members practiced a couple of loose punches in the background. We could sort of see some of this activity on one of the two monitors, but the image was blown out and hazy. Sort of like that videotape from The Ring. A dry ice mist formed, and drifted; the cloud slowly permeating our viewing area. One of my fellow journalists turned to me with a sour look on her face, "Ugh, that's really mainky."

We were squat and hunkered down in the darkest corner of this facsimile cave. The taste of rotting papier-mache lingered around the edges of my tongue. We are waiting patiently for something to happen. An action scene. Some comedy bits. Maybe we'd even see a spot of improve. Instead, we were greeted with the ear shattering echoes of an encased explosion.

This seemed like a pretty brutal training exercise to me.

Movie PictureDavid Koechner appeared on the left-hand monitor. A few seconds later, he was checking out or ragtag group of writers in person, "This is were they dispose of all the dead bodies." He explained of our creepy surroundings. He probably wasn't lying. I wouldn't have been surprised to stumble across a corpse in this pitch-black pit. "Fire in the Hole!"

Koechner did the duck and run. We all hurried to stick our fingers in our ears, but nothing came. Empty air; there was no explosion. No way out really, either. And I had to pee really bad. I had a kidney stone at the time. The pain was starting to ease up into my abdomen. I needed to take a quick load off. That's when our tour guide warned us not to sit in the producers' chairs. "They can get a little annoyed."

One of the writers appeared on the seat. He leaned in close to us, "Though, I can assure you, the actors are all very nice people." More warning shots were called throughout the infrastructure of the set. This time, a rapid succession of machine gun fire came directly on the heels of those shouted words. And then like a mystic, Steve Carell appeared from out of the darkness. He pulled up an apple crate and began to spin tales of the set, as if we were situated around a campfire...

How does it feel to be playing Maxwell Smart?

Steve Carell: Incredibly exciting. It has been a long time coming. When Warner Brothers called me in, I thought I was just coming in to audition. I had heard that Will Farrell was attached. Then I heard that he was no longer attached, and that they were looking for someone else. I went in with my picture and resume, and I was expecting to read from the script and audition for it. But they sat me in this room. There were all these head honchos from Warner Brothers, and the producing team from Mosaic. They came right out and said, "We'd like you to play Maxwell Smart." It was one of those moments that I could not believe. It was this quintessential life/career moment where you think, "What the Hell is happening? How did this come to pass?" So, I have sort of been pitching myself ever since then. It's been great. And we are almost more than halfway done. Everyday has been more fun than the next.

You were a big fan of the TV show?

Steve Carell: I was, yeah. I thought it was an excellent show. I thought it was different from other things on television. It was incredibly smart. It was smart and silly at the same time, which is a tone that I enjoy. It also had a lot to say politically and culturally. At the time, America was in the midst of a Cold War, so I think the show was very relevant.

What sort of a challenge was that? To adapt it for modern times?

Steve Carell: Well, ironically, the times have changed but remain the same in a lot of ways. With the advent of nuclear preliphorocation and worries about North Korea and other countries with nuclear capabilities. The same sort of Cold War mentalities are popping up. I don't think they are exactly the same, but there is a certain relevance.

Which is more daunting for you? Stepping into the standards set by the original BBC version of The Office, or recreating and filling the shoes of Don Adams?

Steve Carell: Well, they are both daunting. I think there's no way to avoid comparison. In my mind, the only thing I can do is my best. And to try and honor the original version. I figure if I can make it half as good as the original, then I am ahead of the game.

Is there less pressure on you with "Get Smart", since so much time has paced from when the original show last aired?

Steve Carell: It's interesting, because I met Don Adam's ex-wife. And I met his daughter. And I have met and spoken with some of the creators of the show. In that regard, I feel like this is a legacy, and something to uphold and do justice to. I think everyone here is very aware of that. And they want to honor it. I don't think anyone has the attitude of surpassing this or making it better. I don't sense that there is an attitude. I feel that everyone involved is aware how great the original was, and they all have a great deal of respect for the original. Within that, we are just trying to do the best job we can. In telling a modern version of it.

How is working with Anne Hathaway? We hear she's been kicking a lot of butt?

Steve Carell: She is excellent. She's an excellent 99. One of the things that surprised me about her, is that she is an excellent improviser. And she is really funny. She's very, very cool. She's on screen, and she comes across as this completely competent super spy. She just brings this attitude with her on screen. As soon as the cameras are off, she is just as silly as anyone else you'd meet on this set. I think she is doing an excellent job.

What does your character have to go through? What can we expect?

Steve Carell: This is more of an origin story. This is the story of how Agent 86 came to be. So, you get to see a sense of where he started within Control, and how he became a field agent. Apparently, though I haven't spoken with them, Mel Brooks and Buck Henry were quite pleased with that approach. They liked that take on it.

Are you trying to balance the bumbling with the experienced...

Steve Carell: He is not bumbling at all.

Was that a tonal problem in the beginning?

Steve Carell: Not at all. When I signed on, the tone I wanted to strike with the movie, and so far I think its dead on target, would be to create a comedic "Bourne Identity". Something with real action. Something with real jeopardy. Stakes that exist, and within that you find comedy. It can be very silly, while at the same time have a sense of reality. There is a parallel reality. The sense that Control is there. Maybe they are, we don't know. But this is a heightened reality. But it's a reality, nonetheless. That's the way I saw it. I think it will be inherently funnier if it comes from a place of truth. Without overstating it. It is, after all, "Get Smart". It's a comedy. It's very silly. And it's a lot of fun. I think what we are finding is, we saw some cut footage this last week, and it is really living up to that. It looks incredibly exciting. There's a lot of apparent danger. And the villains are formidable, and real to us in a sense. That was the tone we were hoping to strike, and I think we are achieving that.

You really wanted Alan Arkin aboard, didn't you?

Steve Carell: I did. I would say that he is my idol. I have a great deal of respect for him. I think he is an icon. I was very proactive in having him play the chief. He's great. Frankly, I don't think we could have seen anyone else playing the chief at this point.

What is Max's relationship with the chief? Wasn't he always getting into trouble for being so bumbling?

Steve Carell: Here's the thing. I never saw Don Adam's as being bumbling in his depiction of Maxwell Smart. I talked to some of the shop producers and some of the show runners about it, and they were so happy that was the road we were taking. Because Don Adams was quite proficient. He was intuitive. He fought well. He could take care of himself. He took care of business, but he was very straight laced. He was very much by the book. I think we are honoring that attitude. I don't see him as a bumbling secret agent. I don't see him as a Clouseau. He is very serious about his job. How the end results are achieved are not important to him, as long as he succeeds.

How will his relationship with the chief differ from what we saw on the show?

Steve Carell: I think it will be reminiscent. I think there is a great paternal relationship there. I think the chief cares deeply about Max, as sort of a father son relationship. But, he also has an incredibly short fuse. And Max doesn't always know that he is pushing buttons with the chief. But there is always an underlining sense of caring and affection.

How involved have you been with the writers on this?

Steve Carell: It's been a really incredible process. The script, as it existed, was very strong and had a lot of strengths. But, every day we are finding new angles and new jokes. Even within these big action scenes, we are finding moments that didn't exist on the page. That are funny and real, and disarming and surprising. The writers have been really welcoming, and encouraging, of input. We do get to improvise. What I was saying to the director earlier is, there is a real freedom to fail on this movie. We are throwing things out there. If they don't work, they don't work. But we get to try a number of different versions of a particular scene just to see what does work. And we find something every time. Let me just say, every day, I find something that makes me laugh really hard. It was interesting watching the cut footage, because at that point I knew we had a lot of really funny material. But what really shocked me is that it is exciting. It looks like a big action movie that is also funny. You could tell that, when people saw that, they were so charged up. People who saw that were very excited about it. I wish I could show it to you.

What is the relationship like with Max and Agent 99? Are they at each other in the beginning, and then they fall in love? Or what?

Steve Carell: I don't know. Maybe you'll have to come and see the movie. What do you think happens?

At this point, David Koechner stepped into our dark little circle, He leaned over Steve's shoulder...

Dave Koechner: Did you tell them about the table read? Terence Stamp came in wearing a purple cape. And every since then, Steve has adopted that accoutrement.

Steve Carell: See, that comment is just not going to play in print, Dave.

Steve was grabbed by an assistant. He needed to go back to shooting. Dave took his seat on the overturned apple crate...

David Koechner

David Koechner: It's so funny, because every one of these interviews is going to be a whisper. You guys are going to be leaning into your tape recorders so hard to hear it. (We can hear fighting in the background) Wow, that's going to make for some great background noise.

How much improve are you allowed to do on a set like this?

David Koechner: Pete has a pretty generous latitude. We're supposed to cover the script first. Then, when it comes around to doing the coverage, he allows, when appropriate, some improvising. Some ad-libs. Some off-the-cuffies. The mix-it-up, as-you-goes-alongsies...(He notices one of the journalists writing in the dark) Give that woman a light! (He then looks at all the voice recorders pressed close to his mouth) It feels like a sandwich is being offered.

Can you tell us a little bit about your character, Larabee? How does he compare to the original?

David Koechner: I'm not sure that it's fair to compare the two. Because this is an updated, post modern take. Make sure you write that I said those last words in a real nasally tone. It's an updated script, so your knowledge of the series is not contingent on you getting what is going on in this film. As it should be. I think Larabee is there in name only. That's how I feel. I have not gone back and looked at the old stuff for obvious reasons. I don't want to try and replicate something that has already been done. Plus, I didn't have the time.

Were you a fan of the old show?

David Koechner: Yeah. Yeah. I probably saw it at night as a kid. I remember a lot of the iconic imagery from it. Him getting the door slammed on his nose. The theme song. The chief. The shoe phone, of course. The phone booth. Those iconic images have stayed with me. But I don't remember a lot about the different episodes, per se.

Is Larabee always causing trouble?

David Koechner: I would say that Larabee is an arrested adolescent. The actor playing him is one as well.

Is Larabee a field agent? How come he doesn't have a number like everybody else?

David Koechner: I don't know. He's probably above that. That's what I want to believe. My own personal research? My own personal gut instinct that I am going with? It's that Larabee is so unimportant that they just call him Larabee. You can reach him in the phone book. Clearly the other people's names aren't given. Max's is. Maybe Larabee doesn't get into any dangerous missions.

How big of a role do you play in this film?

David Koechner: My role is actually bigger than Steve's.

Really?

David Koechner: Don't tell Stevie. We're shooting a separate picture.

Are you going to be in the direct-to-DVD feature that they are shooting at the same time as this?

David Koechner: I don't know. Is it shooting right now?

Not yet.

David Koechner: I don't know much about that. I do know that my part is bigger than Steve's. Though, at the moment, it looks like my part might get cut. Yeah, they might cut it down to a little Larabee size.

What is the tone of "Get Smart"?

David Koechner: It's going to be a great action comedy.

Do you consider Larabee a bad guy?

David Koechner: No. He's on the side of the good guys. He's with the protagonists. But he antagonizes the protagonist within the office space. Does that make sense? He's a smart ass. He and 91 are like a gang of childish bullies.

Was the film challenging in any way?

David Koechner: I don't have any action scenes. I do have one today, but I don't want to give it away.

How do you go about making this a "David Koechner" movie?

David Koechner: Well, you write it in print. No! You can't take a movie away from Steve Carell. I'm happy to be in it. Are you kidding me? It's Steve's movie. As you all know, he is absolutely wonderful. He is truly gifted. And it is both a blessing and a curse to work with him. Having to speak with the guy for the last fifteen minutes, you know that it isn't easy. The humility. The doling out of compliments to everyone else. I can't match that shit. I can't beat Steve Carell at that game.

How has the atmosphere been on the set?

David Koechner: Well, as you can tell, it's a horror show. The daily scream downs. A lot of backstabbing gossip. Steve is a complete professional and a marvel. I just hope to gleam something from him, turn it inside out, and make it my own.

Does the set change when Anne Hathaway is around?

David Koechner: I don't think anyone is consciously different. I don't think so. At least I haven't been. But I would hope, out of respect for her, the colorful language would be toned down. Maybe the off-colored stories could cease. But let's admit it; in the company of men, there are probably boundaries that are pushed too far. We joke around like most adolescent men would. But in the company of a woman, you have to go, "Oh, no I wouldn't!"

Did you have to get in pretty good shape for this role?

David Koechner: Obviously. People usually know me for taking off my shirt. They like to see those pecs and rippled abs. No. I stay in shape with my family. I hope. My wife tells me, "Get on the treadmill, Dave! Live!" Then she beats on my chest.

What is the most fun you've had on the set of this movie so far?

David Koechner: I guess to be corny and honest, I have enjoyed every day. Terry Crews and I do all of our scenes together. And we've had a blast. We just hang out and talk. We are similar in that we are journeymen actors...What the fuck? (Laughs) No, Terry has five kids and I have four kids, so we have a lot in common. We talked about those kinds of things. We get to do all of our scenes together, so we are always coming up with little pieces too entertain ourselves, and that may make the film.

If they turn this into a franchise, would you come back?

David Koechner: I'd want to. They put together some footage that they showed. Oh, my lord! It was great. Yeah, why not?

So, you don't die in this movie?

David Koechner: Can't I die and be reanimated? No, I don't die! I don't!

What would you like to see Larabee do in the next one?

David Koechner: Be the lead. No. Just coming back would be fine with me.

If they asked you to do a direct-to-DVD movie starring Larabee, would you do that?

David Koechner: That would be mostly a business question. I can't say yes or no. Of course I would entertain that. Once they started shooting that, they would immediately realize that it had to go theatrical, because they are shooting it on a real indie budget. Maybe super low, like a hundred and twenty-eight thousand dollars. It's just me and a video camera. That's what they would allow. And they would be overspending, at that. Maybe a hundred and twenty dollars. They could shoot it on a cell phone.

Check in soon for the second half of our set visit, where we talk with Dwayne "The Rock" Johnson and Terry Crews. Get Smart opens this summer, June 20th, 2008.