SAN PEDRO, California — Movies are for the imagination. Never was that more evident than a year ago this month, when the MTV Movies team drove to a rundown section of this California harbor city; entered a dank, decaying warehouse flavored with the faint scent of asbestos; and were told that we were in a top-secret government bunker underneath Washington, D.C.'s most iconic monuments.

And that Steve Carell, the actor behind bumbling "Office" idiot Michael Scott, was a James Bond-like secret agent.

"Actually, I'm a spy in both of them, so in that sense it's not different at all," Carell joked about [article id="1579278"]"Get Smart,"[/article] his comedy that co-stars Anne Hathaway, Dwayne "The Rock" Johnson, Alan Arkin and Bill Murray. The flick will finally hit theaters June 20.

"No, it's totally different!" he said, retracting his previous remark. "With ['Smart'], there's gadgets and these enormous sets. 'The Office' essentially is in an office and with terrible fluorescent lighting ... and now, I get my ass kicked by the Rock. So, that's pretty cool."

Watching the burly Johnson loom over Carell, you're reminded that maybe not everything around "Get Smart" requires a suspension of disbelief. Instead, hope is filling the minds of die-hards these days, as "Smart" is a big-screen update of one of the most beloved TV comedies of all time. In the last few years, Hollywood has made a bad habit of manufacturing ill-conceived re-imaginings ("The Dukes of Hazzard," "The Honeymooners," "Bewitched") like they were hamburger patties destined for your local Costco. But as is his style, Carell's character, Maxwell Smart, is packing one gadget that gives him an edge: love.

"We're definitely honoring the original," Carell said, revealing that he felt chills the day he walked down a re-creation of the door-slamming hallway that brought Don Adams into his secret headquarters at the beginning of every episode from 1965-'70. "I don't want to do an impression of him, because what he did was iconic, and it stands alone. I would never try to, or assume that I could do Maxwell Smart the way that he did it. It will be my rendition of it."

Long before Austin Powers met Vanessa Kensington, the top agent for CONTROL spoofed the super-spy genre alongside a smart, sexy leading lady. Now, the casting of Hathaway in Barbara Feldon's old Agent 99 role is similarly inspiring reverence rather than mimicry.

"This was a role a lot of actresses chased down. A lot of girls wanted to play this role," the "Devil Wears Prada" star said of the female spy who keeps Max in his place. "It sounds very obnoxious to say it, because a lot of the people in the movie watched the original series [when it was on the air], but I used to watch it on Nick at Nite when I was a kid. I have a cousin who's two months older than me, and we used to play it together. I'd be 99, and he'd be Maxwell, and we'd run around New Jersey and pretend we were battling KAOS."

Now, Hathaway is getting paid to indulge her imagination once again. And in light of the fact that they filmed a scene with the legendary Cone of Silence, she's earning her pay.

"The Cone of Silence is a device that, in theory, allows those with the Cone over their body to hear one another in a safe, secure environment," "Anchorman" star David Koechner, who portrays bumbling agent Larabee in the flick, explained. "It's a secretive security device — but I don't know if it works."

On the original show, the Cone was a laughably cheap chunk of plastic that would descend upon the agents, inevitably reducing them to a "What?"- and "Huh?"-yelling fit. For the film, the Cone is being created using CGI — and on the day we visited, Carell and company were acting out a scene that will feature it. They sat at a sleek conference table after escaping an attack on their headquarters, discussing their next move. Here's how the exchange went:

The Chief (Arkin): "Bear with me. I'm a little fuzzy today. I banged my head pretty hard yesterday."

Max: "Chief, I submit to you: the Cone of Silence!"

The Chief: "No, Max. Not the Cone of Silence! We're in a safe room."

Max: "We thought CONTROL was safe, too."

(The actors mimed having a cone lowered over themselves and began discussing their mission.)

Larabee: "Is this thing on? You'll need to enunciate."

Gadget man Lloyd (Nate Torrence): "We're going for the Cone. The Cone is the shizzle."

Chief: "Oh, shut up. There's been a rash of nuclear theft, especially yellow-cake uranium. ... I'm turning this damn thing off!"

On the old show, which was created by legendary funnymen Mel Brooks and Buck Henry, the Cone was one of many running gags that yielded the same joke. This time, however, director Peter Segal ("50 First Dates") has filled the cast with a solid stable of improv actors. So, although you could likely imagine Don Adams and Edward Platt delivering the above lines, Carell's crew performs it differently every time.

"This is a piece of worthless crap!" Arkin screamed at the Cone in one take.

"The damn prototype is no good — it's no good now! It cost $185,000 for the prototype!" he ranted in the next. Various takes yielded hilarious Arkin estimates, from a few thousand dollars to millions to billions.

"There's a lot of room to play, a lot of room to ad-lib," marveled the Rock, who was cast as one of the few characters that didn't appear in the original show — an arrogant spy named Agent 23. "[Carell] isn't an actor who says, 'OK, we got it in one take, that's it.' He's very willing to embrace doing take after take, trying new things. And that's how you find the magic, as we say, in the 'Wood."

Hollywood magic was certainly achieved three decades ago by Adams, Feldon, Platt and their co-collaborators. Now, with James Bond hot once again, a new generation of comedians is eager to take the starch out of his tuxedo.

"This is my Swiss Army knife that has a flamethrower attachment," Carell grinned, eager to show off one of his over-the-top toys. "The shoe phone seems a little archaic, but we make it work."

"We are literally keeping a score card of all the great iconic lines from the series — from 'Missed it by that much!' to 'Would you believe?' to 'Sorry about that, Chief' — and we are getting them all in," insisted Segal, adding that they even received a gag gift from Brooks himself as a sign of his blessing. "We just shot a scene the other day that has a new joke by Mel, a joke about existentialism. [We show] Max when he was taking his agent test, and there's a question about existentialism, and he left that part blank. Straight from Mel."

The old, however, is being liberally mixed in with the new. "[The Rock's] character and my character have a history, so that raises the issue of what happens when you have a romance in the workplace that goes sour," revealed Hathaway, saying that Agent 99 will also boast a new, over-the-top back story. "Her identity became compromised, and so she had plastic surgery so that she could continue being an agent — and maybe she took a couple years off as well."

"Our director is giving us a lot of freedom to fail, and to try new things and to play around," Carell said. "Frankly, it's really nice to be paid to do something so silly and fun."

Check out everything we've got on "Get Smart."

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