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— by Corey Moss, with reporting by SuChin Pak

SANTA FE, New Mexico — In the upcoming remake of "The Longest Yard," Adam Sandler takes on a role originally played by Burt Reynolds, but the goofy comedian has no doubts about how he measures up to the onetime sex symbol.

Exclusive behind-the-scenes look: Chris Rock, Nelly, Burt Reynolds and others talk about making the movie.

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"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 Bill 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.

 Exclusive sneak peek: What it was like to remake the movie

"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."

Nelly put it a little more bluntly. "He needs some brothas on his team," the rapper said. "He ain't got no brothas on the team, and without no brothas you basically ain't got no team in football."

At first, the "brothas" aren't having Sandler, but after getting roughed up on the court a bit, he wins over Nelly's character.

"I'm like the first one to cross the picket line," Nelly said. "And then I got all the rest of the brothas lookin' at me crazy, but I see the beating he's takin' and I get to hit the guards back [if I join the football team], so I'm like, 'I might roll with this.' "

Nelly, who nearly played professional baseball before becoming a rapper and recently purchased part of professional basketball team, is also big into football, although he and all the cast members were asked to attend football camp before shooting began. Well, almost everyone.

"I'm a coach and I have to blow a whistle, so I went to whistling camp," Rock joked. "It was very extensive. Lots of cheek and blowing."

Sandler, a diehard Lakers fan and frequent golfer, had a lot of football experience, especially from "The Waterboy," but he still got a lot from the camp.

 Photos: On The Set

"Football camp was great," Sandler said. "I learned how to throw the ball better than I ever could. I'm slow as hell, everyone's faster than me, but it was fun. I got hit a few times. Goldberg hit me pretty hard the other day. That shook up my internal organs, but I'm still standing. ... God blessed me with two good stuntmen, so everything will be all right."

Although Nelly has acted before, in the direct-to-video "Snipes," he was nervous for his first day on the set with two huge movie stars.

"Nothing went wrong, but it was a little shaky because I just didn't know what to expect, you know? We're down here in Santa Fe and a totally different environment," he said. "Am I going to be able to keep my composure with these nuts? ... But everybody's great, and Peter [Segal], the director, and everybody are just like, 'Yo, just do you.' And it's turning out. Man, it's crazy."

"It's like the kind of movie [that] when I was a kid and I saw the movie with my buddies, we'd all walk out and say who our favorite guy was," he explained. "There's like 20 guys to choose from in this movie, so I'm psyched."

Along with being a buddy movie, Sandler is hoping his "The Longest Yard" will make a great Father's Day outing. (The movies opens a few weeks earlier, over Memorial Day weekend.)

"A lot of dads grew up on 'The Longest Yard,' and I just hope they go and bring their kid," he said. "I'm sure they'll watch the DVD [of the original] the night before and then compare after. And no matter how great we do, I would say the original is going to win."

Check out everything we've got on "The Longest Yard."

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