99 in control

First there was Barbara Feldon, as the femme foil to Max's secret agent in 'Get Smart.' Now Anne Hathaway has got that number, and she's running with it.

LOS ANGELES - Even when the conversation turns to her own sexiness, Anne Hathaway sounds smart and sensible.

"I never thought about it as, 'Do I show skin? What does that mean?' " Hathaway said of the curves and cleavage on display in her latest movie. "I thought about it as, 'This woman does whatever she wants without stopping to worry about what other people think of her.' "

Best known for a string of dream-come-true movies in which she starred as a princess, Hathaway is decidedly grown-up in the updated movie version of "Get Smart," which opens Friday. Her Agent 99 is, in fact, beyond slinky compared with the double-digit character that got her start in the 1960s sitcom of the same name. In one extended scene, for instance, Hathaway's already low-cut evening gown shreds into a mini-skirt that gives everyone an extended gander at impossibly long gams. Slithering and acrobatics are involved. Hathaway is not "Ella Enchanted" or Mia Thermopolis from "The Princess Diaries" anymore.

But the new "Get Smart" girl isn't satisfied to just flirt with danger or tag along with the guys anymore. She wants the men running to catch up to her super-spy self, even as she makes sure to pay homage to the iconic TV show, which Hathaway discovered via "Nick at Nite" reruns when she was 8 and growing up in New Jersey.

"That's the thing about Agent 99," Hathaway said during a recent interview. "She was complicated and beautiful and kind of very, very catlike . . . and that was really hard because I knew my character couldn't be exactly like hers.

"But my 99 was influenced by her 99," she said. "Because a whole generation of women who set the stage for my generation were influenced by her. So I love the idea that my 99 couldn't have existed without her 99. It's all very circular."

For extra oomph, Hathaway worked out to make Agent 99 look as though she could take on the bad guys rather than be man-handled herself. While filming, each day began with a three-mile run; on breaks she would do arm exercises or jump on her elliptical machine. The result? She does look like she could take on costar Steve Carell, who grew up in Acton, attended Middlesex School in Concord, and plays CONTROL Agent Maxwell Smart. And he looks pretty fit, himself.

He also looks significantly older than his agent-partner - though he's still somehow as boyish as in "The 40-Year-Old Virgin." In the original television "Get Smart" series (there was also a 1980 movie "The Nude Bomb," followed by a 1989 made-for-TV movie "Get Smart, Again!") the difference in ages between the actors playing the two top agents was nine years. Now it's 20. Barbara Feldon's Agent 99 was 38 to Don Adams's 47 by the time the series ended its five-year run in 1970. Hathaway is 25 to Carell's 45 - a 20-year gap that the film explains away by having her Agent 99 get a new face after her identity is compromised, as well as choosing to have a little touch-up work along the way.

"[The age difference] was always a concern for everyone," Hathaway said. "But there is something about when Steve and I are next to each other, at least for me. I feel like our age really disappears. We get along so well."

For the interview, Hathaway had poured herself into a pair of skinny jeans that made her look like a pale stick with perfect lips. Gone was the more muscular and much curvier frame from "Get Smart." But don't fret. Hathaway, who attended Vassar and New York University, hasn't gone Hollywood anorexic. The bones, she said, are necessary because she's playing a waif in the upcoming "Bride Wars." Her 99 would never diet down for fashion's sake.

"What I thought was [Agent 99] truly is a completely liberated, empowered woman," Hathaway said. "She doesn't apologize for any part of herself. She doesn't hide her beauty; she plays it up. She doesn't apologize for her curves. She hugs them with her outfits."

Alan Arkin, who plays The Chief in the character's trademark deadpan style, doesn't have many scenes with Hathaway. But he did hang out with her in the make-up trailer, where he found her "funny and present." In comments provided through his publicist, he described himself as "shocked" by her performance in the film, since it was such a departure from the character she played in "The Devil Wears Prada."

"In 'Prada' she was very gentle, very feminine, and somewhat compliant," Arkin said. "In 'Get Smart' I saw a completely different person. Very tough, extremely dedicated, unyielding and very, very focused. I had a hard time believing it was the same person. . . . I guess too, that you could call her vaguely attractive, but I don't notice things like that."

Casting directors, of course, have noticed from the get-go. A trained soprano and stage actress, Hathaway was cast in the short-lived 1999 TV series "Get Real." Her big break was in 2001 beside Julie Andrews in "The Princess Diaries," which made her the idol of young girls everywhere - and forced her to take her first break from her college studies, which she still hopes to complete.

Two more princess-themed movies followed in 2004 - "Ella Enchanted" and "The Princess Diaries 2" - and Hathaway could have found herself stuck under a tiara forever onscreen. But then came 2005's "Brokeback Mountain," which she called "the first time in my life I thought, OK, you know what, you can do this . . . the heavy lifting." Not quite an overnight transformation, but still just four years since "Ella."

"It's hard to say how [my life is] different because I'm different," said Hathaway, who has admitted to battling depression. "Four years ago I was 21. I was just in a different place in my life, in a different headspace, a different set of priorities. And now I'm just a lot happier. I feel like I'm more honest."

Despite having an Italian boyfriend who's made news for his financial dealings, Hathaway has managed to travel mostly under the paparazzi radar. She may have partied in the past - and she says she's no saint now - but she doesn't appear to be joining some of her young Hollywood peers in rehab, either. She says she's too uptight to enjoy clubbing . . . not that she's judging. She's too nice for that. She's got old-fashioned manners without a trace of the diva, offering to get visitors a drink. She hugs virtual strangers. She does volunteer work. She counts herself fortunate, and uses the word lucky again and again.

"The exciting thing is I'm being allowed to do different things, and whether or not I can do them is up to me," said Hathaway, who just finished filming "Rachel Getting Married" for director Jonathan Demme. "I just stumbled into some lucky situations . . . I've been edited very well.

"I'm just a very lucky girl. Let's hope it continues."