Steve Carell answers the call as Maxwell Smart

LOS ANGELES - Steve Carell had to come to terms with two things on the set of "Get Smart." First, he wasn't there to do an impression of Don Adams. Second, his co-star Anne Hathaway could outrun him handily. In six-inch heels.

As Maxwell Smart, the TV spymaster originated by Adams in the 1960s, Carell gets to bring Smart's shoe phone back to life and utter classic lines like, "Missed it by that much." But his cardinal rule on the set was to avoid impersonating Adams.

"I figured there was no way to improve upon what he had done [in the TV series]," said Carell, who is the star of his own hit series, NBC's "The Office." "And I thought the more I watched of him, the more I would be inclined to do an impersonation because he is so good, so definitive in the role. So I backed off of that."

"Get Smart," which opens today, spent years in development before Carell, fresh off his role as a boneheaded weatherman in "Anchorman," signed on in 2004. Co-starring Hathaway as Agent 99 and Alan Arkin as Chief, it's loosely based on the satirical TV series created by Mel Brooks and Buck Henry.

At Carell's suggestion, director Peter Segal said the goal was to make the movie "a comedic 'Bourne Supremacy'," rather than an homage or a spoof.

"We didn't want to do 'Naked Gun' all over again," Segal said, referring to Leslie Nielsen's parodies of detective shows. "We tried to bring our own sensibilities to this and do a different tone: Make your bad guys bad, take your plot seriously, even in a comedy. Talking to Mel Brooks about that, that's exactly what he tried to do back in '65. Let's take 007 and stretch it one inch further into comedy, but give it all those stakes."

Carell, who is married with two young kids, talked about his preparation for the role with typical humor. "I worked out and made my body a physical specimen to be admired," he deadpanned, not long before tucking into a bagel stuffed with ham.

Actually, he added, "I tried not to get killed . . . that was my M.O. in this."

Despite her ability to outrun Carell, Hathaway described her co-star with an awe more commonly reserved for names like Spielberg and Streep. The actress, 25, said that she grew up watching "Get Smart" reruns on Nick at Nite, but "The Office" figured more importantly in her desire to audition for the part of Maxwell Smart's sexy partner.

"To say that I am a fan of 'The Office' is putting it mildly," the "Devil Wears Prada" actress said. "I love humor that makes you feel uncomfortable, and that show is so brilliant at it. When I went to audition, I didn't think in a million years I was going to get the part - I just wanted to meet Steve."

Hathaway was the last one to join a cast that included Dwayne "The Rock" Johnson and Alan Arkin, whom Carell had worked with on "Little Miss Sunshine."

Arkin and Carell also share a love for improvisation nurtured by their involvement early in their careers with Chicago's Second City comedy troupe.

While Arkin said he only ad-libbed one word on "Get Smart," (correcting the president's pronunciation of "nuclear"), both he and Carell are big fans of the practice.

"There is no place anymore that you're allowed to fail," Arkin said. "When we were [at Second City], the audience came expecting 40 to 50 percent of what they were watching to not work. They knew that was part of the process. It was like having 20 years of experience every year."

Carell, for his part, isn't worried about the reviews for "Get Smart." They can't be any worse, he reasoned, than the panning he got for one of his first jobs in Los Angeles: a failed 1997 TV series called "Over the Top" starring Tim Curry.

"I played an outrageous Greek chef in a hotel," he recalled. "One of the reviews referred to me as the Heinrich Himmler of comedy, and said that Tim Curry was Hitler, and every Hitler needs his henchman.

"The reviewer went on to say, ' I have experienced pain in my life, I have witnessed the agony of childbirth. . . .' It went on and on, and then likened the premiere episode of 'Over the Top' to all of those experiences." *