MTV recently visted the set of The Longest Yard remake, starring Adam Sandler, Chris Rock, Burt Reynolds, Gary Oldman, James Cromwell, Cloris Leachman, Nelly, Brian Bosworth and a slew of others.

"I think wherever I am, the sex is in the air," Sandler said, giggling on the set of the movie at the New Mexico State Penitentiary. "I'm not quite as smooth as Burt, but I make up for it with some sweetness. I don't got the sex appeal, but I can sweet you to death."

The sexiness in the movie, Sandler said, comes courtesy of a certain co-star: rapper Nelly.

"That kid's got some sex appeal," he said. "That kid makes me question myself."

"Nelly has had sex with every woman on the set," joked Chris Rock, who is finally co-starring with Sandler after 20 years of friendship. "It's the pimp juice or whatever he gives them."

"Even the [male extras] that dressed up as women here, they were in his trailer," Sandler added.

Yes, after a few weeks of shooting, the cast and crew have come to realize Nelly's got game like no one else. And not just with the women.

"Nelly's the best football player here, the best basketball player here, the best bowler, and about the third-best rapper," Rock joked.

In "The Longest Yard," Sandler, already a waterboy-turned-linebacker on the big screen, switches sides to quarterback a team of inmates in a game against their guards.

"[My character] at one time was a great football player, and in this jail they take football pretty serious, the guards do," Sandler explained. "The warden comes up with the idea to have a scrimmage game to give his guards some practice and get them a gimme game. He asks me to put together a team filled with convicts and they go head-to-head."

Pro wrestlers Eric "Extreme" Goldberg, Steve Austin and Kevin Nash are also part of the cast, along with several arena football players and ex-NFL stars, including Michael Irvin, Brian Bosworth and Bill Romanowski.

"The Longest Yard" may be a football film, but on the day MTV News visited the set, everyone was playing basketball. Partly to pass the time and partly to capture an important scene in the movie.

"The football team at this point in the movie is looking a little shady," Sandler explained. "Not too hot, not too smooth, so we're looking for new recruits. These [basketball players] boycotted the team, they think my guy is kind of a sellout, so I'm coming over here to prove that I'm a hardworking, decent fella."

CLICK HERE for the entire set report.

"The Longest Yard" is the story of pro quarterback Paul Crewe (Sandler) and former college champion and coach Nate Scarboro (Reynolds), who are doing time in the same prison. Asked to put together a team of inmates to take on the guards, Crewe enlists the help of Scarboro to coach the inmates to victory in a football game "fixed" to turn out quite another way.

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Brian B.