Owen Wilson walks into the room with a dress shirt loosely worn, a cap on his ungroomed hair, and a "Just woke up" face. He says "Hello" in a voice that's either nervous or the first utterance of the day.

Press: What's the Morgan Freeman movie you're doing?

OW: "The Big Bounce." We start filming next week in Hawaii. I feel like I've earned a tropical location because I've been in Eastern Europe for three years including this one which was Budapest.

RA: Back to "I SPY," how much is improvised?

OW: Well, Eddie is very good at improvising. And I like to improvise also, but the stuff that was in the script was kind of a starting off point.

RA: The Sewer Scene?

OW: (Laughs) Yeah...

Press: And the seduction scene.

OW: Well that was in there, and I was supposed to sing. But I haven't seen the movie. I get uncomfortable watching stuff. So I don't know what's in there. But I said, I'll do my version of singing which is what I remember, kind of talking. It was really hard in "Zoolander" just to have to do that kind of dance type stuff and even for that they had like three stunt doubles. I just don't move very well.

Press: Why do you think they called this movie "I Spy?"

OW: I don't know, I didn't see "I Spy" as a kid. I'm 33 and I must have just missed that series. And I've never really seen it, but when I signed on to the movie -- I still haven't seen it. (Laughs all around). But people told me about it. Did you guys see the show? Is the TV series funny kind of?

Press: Yes. Why didn't you want to see the series even after you took on the project?

OW: Ah, probably because I thought we were already kind of committed to where we going. And if I would have seen somebody really great maybe it would've bummed me out. That's funny though, Eddie and I never had a conversation about the TV series, but we did talk about "Uptown Saturday," Bill Cosby with Sidney Poitier, and I knew that very well and Eddie loved that.

Press: Are you really doing "Starsky & Hutch?"

OW: I think so, with Ben Stiller.

Press: Which one will you be? (Laughs all around.)

Press: Are you also writing anything right now?

OW: No.

Press: What about "Shanghai Nights?"

OW: Coming out in Feb or March?

Press: What ideas did you bring to the "I Spy" script?

OW: I'm more comfortable giving a character, a vulnerability, a sort of insecurity, something that's easier for me to relate to. That character of Carlos, was somebody I could feel sort of jealous of and threatened by. That was an idea we had once I signed on.

Press: So that was your idea?

OW: yeah...

Press: Did Eddie have to meet you and say "Yes?"

OW: No, because he didn't come over to Slavakia.

Press: How did the improvisation actually work out?

OW: With Carlos, it was meeting with Jenno and Betty and they met with the writers and they kind of fleshed it out and put it in there. I met with the writers some and that was before Eddie was involved creatively. Then on the set, you see in movie, improvises, he's doing writing on the spot. Then we sort of get a feel for each other and feed each other lines.

Press: And what about Wes?

OW: Wes is writing something now, I think he has in mind for Bill Murray. Should be funny.

Press: Which do you enjoy more, writing or acting?

OW: Usually when I'm acting, I'm drawing on the writing to come up with stuff. But the writing, those movies are probably more personal that Anaconda (Laughs) believe it or not.

Press: So will you write again then?

OW: I'll play the next couple of years out, then write something with Wes. Yeah, it's kind of amazing; we came out to work on "Bottle Rocket" which did not get a wildly enthusiastic reception from audiences. I guess, people in Hollywood, we had some supporters, Scorcese put it on his top ten list.

Press: Did you think about giving up?

OW: Yeah, I thought that, but Wes, didn't. He was ready to stay the course.

In marked contrast to the droopy shouldered Owen Wilson, boistrous Betty Thomas enters the room, speaking with vibrance, decibals and rocking back in forth in her chair with energy. Some years back, she had played the role of Officer Lucy Bates on "Hill Street Blues" -- a favorite of mine so her presence here brings a smile to my face.

Press: Why call this piece "I Spy" when it has nothing to do with the series?

BT: That's not true it does, but here's why ... because Sony forced me to do it. (Laughs all around).... I went back, looked at the "I Spy's" from television and what I really responded to was Culp and Cosby together and what they seemed to be doing. There seemed to be a "Thing" between them, sort of a glove... We tried to incorporate that gloved thing and that was the minimal that I took and I took nothing else and nor was I interested in taking anything else.

Press: There's not a big cult "I Spy" following.

BT: I think there are people that really love that film and I don't want them to come to this film and think they're going to be seeing Cosby and Culp. That's not true here. You will be rewarded if you have no pre-conceived notions about this film.

Press: What was the conversation about the title?

BT: Yeah, you want to hear it? Here we go, Amy's going to fire me. (Chuckles) I read it and I said, "okay, needs to be funny... if Eddie's doing it, I like this Owen Wilson guy I'd like to see what happens with that." Amy says, "Sounds great, sounds great" and I said, "And you can't call it 'I SPY.'" She says, "No, no it must be called 'I SPY.'" I said, "Okay, that's fine, but I'm not doing it." She said, "You really feel that strongly about it?" I said, "Maybe you can call it, 'I Spy You Box' or 'You Box I Spy' or 'We Spy,' but you can't do 'I Spy!'" ... She said, "Okay, okay if you feel that strongly" ... and week later I get a call and Amy says, "We gotta call it 'I Spy.'" .... So now I say, this is a movie called "I Spy" in spirit only... that is a Comedy-action film not an Action-comedy film.

Press: Does this have anything to do with Sony wanting to do "James Bond?"

BT: Sony has nothing, let me repeat that, nothing to do with anything in my movie. Sony did not decide anything about anything in the movie. I want to say that over and over again. And by the way, that is a huge huge complement to them. That's good.

Press: What's the secret of working with Eddie?

BT: I don't know? This time was different than the last time. He was joyous, he was warm...he's who he is right now. Just the way he improvises off of the moment ...out of the script and not out of the air. He won't let you say, "Why don't you come up with something funny?" He hates that. So he takes the script and goes, "This is good I can work with this" and then he'll surprise you on the set and he surprised Owen too. Eddie was a dream guy this time. It was a role he really wanted to play. He grew up with his father who was a boxer, they all boxed when they were young. That's what they did. He worked out by himself to put himself in the shape he was in, that's his body. He really got in good shape and I was worried, yes. But he was working out and he knew exactly what to do because of his upbringing. And you know that they originally wrote this, tennis player, basketball player. And Eddie says, "I don't know how to do any of these things, if can't do of those. I don't know how to play basketball, I'm the worst. if you have to do anything, could you do boxing? That would really turn me on."