Get Smart: Familiar Characters in New Look

“Get Smart” reunites Maxwell Smart with familiar key characters while introducing several new ones.

“There's fantastic interaction between the personalities that really blossoms because of the casting,” notes producer Gartner. “You see the rapport and the rivalry between Max and 99, Siegfried and his assistant, and the almost paternal relationship between the Chief and Max.”

Agent 99

The ever-capable Agent 99 is played by Anne Hathaway. Just as series star Barbara Feldon inhabited the fan-favorite role as the epitome of a liberated woman of her time, Hathaway's portrayal presents her as a confident, consummate professional, then takes it a logical step further.

“She was a girl who could keep up with the boys,” agrees Hathaway. “Now, she just as often sets the pace. But she never sacrifices her femininity, which is another carry-over from the series–that, and her Chanel obsession. She revels in being a woman who can run and fight in high heels, who makes no apologies for being a woman nor asks for special treatment.”

Segal enlisted Oscar-winning costume designer Deborah Scott (“Titanic”) to create for 99 a look Hathaway describes as “appropriate for battling Ninjas while walking down the runway. It's classically elegant but fun, modern but with a little 60s swing, efficient and undeniably feminine”–like the lady herself.

Notes Lazar, “It's tough to trust people when you're a spy, and 99 did not get this far in her career by opening up to people. Still, she's also a woman with a personal history and the kinds of concerns everyone can relate to, and Anne allows that warmth to shine through. It's at the heart of the banter between Max and 99, despite their differences.”

Hathaway claims to have won the role because “I managed to hold it together five seconds longer than the other actresses who read with Steve. He is not easy to keep up with. But he taught me a lot about comedy and ad-libbing and he and Pete made me feel very protected from both sides of the camera.”

Dwayne Johnson

The filmmakers cast Dwayne Johnson in the newly created role of the invincible and impossibly charismatic Agent 23, whom Max had hoped to be partnered with, knowing that the actor's sense of humor would shine through as CONTROL's reigning superstar. Together, they worked on developing and introducing 23 to the “Get Smart” world as Max's mentor and idol.

“The great thing about Dwayne is that he has a tremendous action resume but he is also outrageously funny and has a great warm personality, all of which he brings to the part,” states Roven. “Agent 23 needs to be not only the epitome of cool, the guy everyone wants to be, but at the same time has to be Max's benevolent big brother in a way, always encouraging him to pursue his dream of becoming an agent.”

The best way to describe him, offers Johnson, is that “He's simply the greatest agent on the planet, the star quarterback, the absolute best at what he does. He loves his work and loves himself and he's not afraid to let people know it…but in a nice way, which only makes him more likeable. He also cares a great deal for his would-be protege, Max, and always defends him when the office bullies get after him.”

Alan Arkin

Keeping the office bullies and everything else at CONTROL in line is the Chief, played by Alan Arkin, who sees his character much like “the principal of a high school in a difficult neighborhood. He's earnest, under enormous pressure and often frustrated but is overall a good and effective boss. His genuine affection for Max notwithstanding, his allegiance to the agency comes first.”

It was Carell who suggested Arkin for the role, having worked so memorably with him on the acclaimed 2006 comedy “Little Miss Sunshine,” for which Arkin earned an Academy Award.

Arkin was in the first company of Chicago's famed Second City improv troupe, at the forefront of a performance tradition in which Carell and fellow “Get Smart” actors Masi Oka, Nate Torrence and David Koechner have shared. “Improvisation is in my blood,” he says. “Even when the script is cooking, if you do several takes something just starts happening and Pete was happy to allow it.”

Acknowledging that Arkin imparts his own inimitable comic rhythms to the role, Ewing says, “The Chief has an active and formidable presence, someone who you can believe has been running this agency for 30 years and can still kick butt with the best of them.”

Adds Segal, “Being a great dramatic actor as well as a comedian, he can play it with absolute gravity as if the world is truly in peril, which only makes everything funnier.”

Terence Stamp

Representing the Chief's biggest problem is Oscar-nominated actor Terence Stamp as notorious KAOS arch-villain Siegfried. “Terence's delivery is so dry,” says Segal. “He's really convincing as someone who would be very comfortable with world domination.”

Siegfried also manages to elicit a measure of sympathy because, as undeniably corrupt as he is, the man is trying to get his work done while hobbled and confounded from every direction, not only by CONTROL but by the incompetence of his own staff. “In that way, he is relatable to everyone who works in an office,” the director remarks.

Stamp drew inspiration from Malvolio of “Twelfth Night” in making Siegfried “a pompous and pretentious figure, always looking down his nose at everyone. To him, everyone is an underling. We all know people like that, who unfortunately find themselves in positions of power and cannot afford to acknowledge other people as individuals.

“It's always a treat for me to play comedy,” he continues. “It's something that has happened later in my film career, although I did comedies previously in the theater. Pete liked the way I approached the Zod role in the 'Superman' films so I aimed for that kind of laconic delivery with Siegfried.”

His long-suffering assistant Shtarker is played by Ken Davitian of “Borat” infamy, which Carell acknowledges by joking, “Ken came to our first table read completely naked.”

Well, maybe not. But Davitian's entrance did have an unexpected element. As Segal recounts, “He came to his audition with a thick accent and pretended he didn't understand half of what I was saying.” The California-born actor originally read for another part before breaking into his natural voice and asking about the Shtarker role.

Segal says, “The only reason I hadn't considered him for it was that I didn't think he spoke much English. He's actually a perfect Shtarker and the visual pairing of him with Terence is funny on its own. Of course, once he got the part I asked him to restore the accent because KAOS is an international, equal-opportunity employer.” That his accent is completely different from Siegfried's is even better.

Absolutely subservient to Siegfried, Shtarker obeys his every maniacal order but in a way that makes it known to anyone paying attention that he would gladly push his boss under a bus if he thought for a second he could get away with it. “He's been waiting so long for an opening in the mailroom and it hasn't happened,” says Davitian. “Meanwhile, he has to do all of Siegfried's dirty work–kill people, wash his car, whatever he wants. It's a terrible job. I feel sorry for the guy.”

James Caan

Meanwhile, largely oblivious to the threat KAOS poses to the fate of the world is the U.S. President–played by the Oscar-nominated James Caan, the only actor among the “Get Smart” cast who can boast of having once guest-starred on the series.

Caan's portrayal is that of an amiable if not entirely on-the-ball leader, whose refusal to take the KAOS menace seriously causes the CONTROL Chief considerable frustration that he just barely manages to conceal. “But it's the President's sloppy pronunciation skills that really drive the Chief crazy,” Segal admits.

While the clock ticks and Max and 99 cross the globe to locate and disarm the KAOS network, CONTROL staffers Bruce and Lloyd of the high-tech weapons lab, together with remaining agents 91 and Larabee, keep things running smoothly at the agency's headquarters.

Emmy nominee Masi Oka (“Heroes”) and Nate Torrence (“Studio 60 on the Sunset Strip”) star as Bruce and Lloyd–two engineering geniuses who make up in loyalty, energy and creativity what they may lack in certain interpersonal and office skills.

Says Oka, “They're the gadget guys, like Q to Bond. Bruce and Lloyd are passionate about their creations and proud of their service to their country. They get no respect from the other agents, of course, but between the two of them they know the truth: they're the real heart of this operation. Without their technical know-how those hotshot agents would just be empty suits.”

“They're nerds,” Torrence admits. “Plus, Lloyd has a severe aversion to blood, threats or danger, and has a tendency to faint when faced with any of those things.”

Both Second City alums, Oka and Torrence had not met prior to “Get Smart” but struck an immediate rapport on and off the screen, fine-tuning their roles as they went. “Originally Bruce was the bossier and more sarcastic one and Lloyd was the follower, but as production progressed we fell into our own rhythm and it evened out. Now they just bicker like siblings,” observes Torrence, prompting Oka to add, “It's an odd-couple thing.”

Agents 91 and Larabee, played by Terry Crews and David Koechner, are also a team, of sorts, but not one you'd necessarily want on your side. To extend the schoolyard analogy, if Agents 23 and 99 are the popular jocks, and Bruce and Lloyd the nerds, then, says Segal, “Larabee and 91 are the bullies.”

With CONTROL under lockdown following the surprise KAOS attack that inadvertently begins Max's field career, 91 and Larabee are pressed into clerical work and they're not happy about it. Consequently, and with regular target Max suddenly out of their sights and Agent 23 not always around for protection, they torment Bruce and Lloyd more than usual.

On the other side of the street, Siegfried and Shtarker are aided by the charming and deadly KAOS agent Krstic–also a helluva good dancer–played by David S. Lee, and their stoic bodyguard/hit man/chauffeur Dalip, played by towering powerhouse Dalip Singh.