Leonard Goldberg, who was executive producer of the original "Charlie's Angels" TV series, says it was the success of The Fugitive-the film version of the successful television show-that started him thinking about other television series which might translate well to the big screen.

"'Charlie's Angels' went well beyond being a hit television series. It was a phenomenon," says Goldberg. "It may have been the beginning of the empowerment of women within popular culture."

Almost 20 years after the original television series went off the air, Goldberg perceived that the time was ripe for an update. His concept picked up where the show left off: the Townsend Detective Agency had continued with Charlie at the helm and thrived with the exit and entrance of different Angels. So now, Goldberg says, "The feature version would include the most recent recruits-women who are representative of Angels in the year 2000."

Columbia Pictures Chairman Amy Pascal, then president of the studio, was very interested in the project and began developing a screenplay with Goldberg. One day, Goldberg received a call from Pascal. "Amy said, 'You're not going to believe this,'" recalls the producer, "'but Drew Barrymore wants to be in Charlie's Angels.'

"This was an amazing situation," Goldberg says. "In this day and age, to have a movie star call up and say, 'I'd like to be in your movie' is quite unusual."

Drew Barrymore and her production company, Flower Films, had been following the progress of the Angels project and contacted the studio. Barrymore phoned Pascal and said that she had a presentation she wanted to make-her version of a contemporary Angels feature.

Soon after, Barrymore and her producing partner, Nancy Juvonen, presented to Goldberg and Pascal a composition of magazine clippings illustrating everything from who they would cast in the movie to how it would look. "It may seem unusual," Juvonen says of Barrymore's approach, "but that's how Drew does the work."

Barrymore knew that the hit television series had a devoted following and recognized the challenge in bringing Charlie's Angels to the big screen. "There is something so iconic about 'Charlie's Angels,'" says the actress/producer of the television show. "I have never seen such great loyalty and devotion to something from fans. People really feel like the show belongs to them."

"You have this great name-'Charlie's Angels,'" says Barrymore. "But what kind of film do you make?"

While Barrymore and Juvonen agreed that the film's proposed structure-current recruits in an ongoing agency-was the logical place to start, Barrymore says, "we wanted to try and create something different... set a new tone… create a new genre."

Goldberg admired these insights. "Drew and Nancy were very smart about what the film should be if it was to succeed today. They had a keen perception of the women," says the producer. "They thought they should be intelligent and clever-yet genuine."

For the role of one of her fellow Angels, Barrymore called upon her good friend Cameron Diaz. Not unlike the character of Natalie, Barrymore says, "Cameron is effervescent and optimistic and has a great strength and stability to her. She is one of the most real people I have met in my life."

"Cameron is a wonderful actress because she is very truthful," says Goldberg. "When there is a close-up on her face, you can look into her eyes and see into her soul. That's what makes a movie star."

With a Golden Globe nomination for her performances in There's Something About Mary (1998) and another Golden Globe nomination for her daring performance in Being John Malkovich (1999), the actress has been much in demand. "It was Drew's relationship with Cameron that got her interested," admits Goldberg.

Though Goldberg recalls that Diaz had expressed interest in doing an action-adventure film, Diaz herself says the ultimate impetus was Drew Barrymore. "I wanted to do it," says Diaz, "because Drew Barrymore is the best saleswoman in the entire world. If you want somebody to buy your product, get Drew to taste it, wear it, use it... If she likes it, you're sold."

Recalls Diaz of her first conversation with Barrymore: "I was in my car and got a message that Drew wanted to talk to me. I called her back, and we talked for almost two hours until the battery on my phone ran out. She said, 'It's going to be a chick action movie. We get to be beautiful and tough, and we get to wear bad-ass clothes. We won't have guns, and we get to do kung-fu. In this movie, it's the girls that are going to kick ass.'" From that point forward, Diaz says, the momentum was unstoppable.

Soon thereafter, Goldberg received another call from Barrymore. "Drew said there was someone she wanted me to meet," Goldberg says. "When she said, 'his name is McG,' I said, 'what?'"

Deciding on a director for this film was not easy given that, as Barrymore tells it, the producers had high expectations. Indeed, a great deal of pressure would rest on the shoulders of the person who would be chosen to helm the big-screen adaptation of this beloved pop culture confection.

"We were looking for someone who could balance the visionary style, the action, the comedy, all of the colorful characters and the heart. Because," insists Barrymore, "this film has a heart."

Although McG's not having previously directed a feature film made him an unlikely candidate, the commercial and video director's persistence prevailed, and a meeting was set for him to meet with Barrymore and Juvonen. "I was just praying to hear someone convey all the things that, as a producer, I felt responsible for making happen," explains Barrymore. "McG just said everything I had dreamed and hoped I would hear a director say."

After the meeting, Barrymore and Juvonen were convinced that McG was the right man for the job. They thought that persuading Goldberg and the studio brass to select McG would be a challenge-until the young director dazzled them, too.

"McG came in and did the entire movie on his feet: scene by scene, shot for shot," says Goldberg of their meeting at Sony Pictures. "He was extraordinarily impressive."

"I went in there and went nuts," exclaims McG. "I stayed up really late the night before and mapped out the entire thing on index cards. I was bouncing around and listening to songs that I found particularly inspiring until I finally got to a place where I was ready to act out my take on the film. I wanted to approach the Angels as if they were three very similar women," he explains. "They would be three women of extraordinary intelligence and beauty and extreme physical prowess-but each a product of a distinctly different environment."

For her part, Barrymore was spellbound watching McG captivate a room full of people with his vision. "It felt like a historical moment in my life," she recalls. Leonard Goldberg says that McG's performance that day was nothing short of "amazing."

"This guy had such an incredible take on this movie," Columbia Pictures Chairman Amy Pascal remembers.

It quickly became apparent that McG's motto for this production was 'bigger and faster.'

"We tried to take everything and amplify it-bring it to a heightened place of reality," says the director. "I wanted a 90-minute ride of stimulus on every level conceivable."

"He prides himself on being able to deliver action like you've never seen before," Goldberg says. "There is hardcore action here that will appeal to everyone. Audiences will love it when the Angels kick some butt."

From the start, however, Charlie's Angels would differ from most action movies in one major respect-it would have little gun-to-gun action. Explains Andy Armstrong, who assisted stunt coordinator Vic Armstrong: "In this film, only the antagonists use the guns, not the Angels, so that's a challenge in itself. We had to make things seem life-threatening and action-packed with very little weaponry."

With no guns to rely on and some physically daunting adversaries, the three Angels had to have a method of defense that was independent of physical strength and size. Martial arts seemed like a plausible solution for the Angels and, inspired by the martial arts displayed in Matrix, The (1999), the filmmakers sought and retained several members of that film's team to prepare the Angels.

Guided by Chinese martial arts expert Cheung-Yan Yuen (aptly and respectfully dubbed 'The Master'), a team came to the United States to meet with Barrymore, Diaz and the filmmakers. Yuen explained to Barrymore and Diaz via a translator that if he took the job, he would expect the Angels to train six to eight hours a day. In fact, he devised a list of conditions that would have to be met before he would sign on.

"'You can't go halfway,'" Diaz recalls the Master saying at their first introduction. "'If you want us to train you, we have to know that you are committed.'" After that meeting, Goldberg says that Barrymore and Diaz were "hooked" because they could see that Cheung-Yan was as dedicated to the film as they were.

"Drew and I just looked at each other," remembers Diaz. "We were like, 'I'm down for that. We'll do it!'"

Under the watchful eye of the Master, Barrymore and Diaz soon began their training regimen. "I couldn't touch my toes when I started training," recollects Diaz. "Our trainer was pushing down on my back saying, 'pain is your best friend. Get to know him. Just say the words-I love pain.' I was literally crying tears," she says. "But, by the end of the first day, my forehead was on my knees. It was fantastic."

While Barrymore and Diaz continued to grow as friends, characters and martial artists, there was an empty space noticeable to everyone involved. There was no third Angel.

While several actresses expressed their desire to play the role, the filmmakers continued their search for an actress who would complement, and be complemented by, the talents of Barrymore and Diaz, yet also be characteristically unique. They found these distinctive talents in Lucy Liu.

It was important that the camaraderie between the characters-both personal and professional-be believable. "This is a relationship movie, and Cameron, Drew and Lucy just had that ease in their relationship," observes Goldberg of the actresses' first script reading together. "They just looked like they were friends."

"We were enamored with Lucy from the get-go," explains Nancy Juvonen. "But we knew that with her 'Ally McBeal' schedule, it would be nearly impossible for us to try and fit both in." Shortly thereafter, however, Juvonen says, "we were all sitting together one night, Cameron, Drew and I, and talking about how touched we all were by Lucy. We decided that if she was still willing to do it, we were willing to make the scheduling work."

The following day, the filmmakers called Liu and asked her to join the Angels. Juvonen recalls that Liu's response - "I'd love to" - was calm and cool, but she says that Liu later admitted she was in a complete flutter. "Lucy wasn't the only one in a flutter," imparts Juvonen. "We were all screaming-Leonard, McG, Cameron, Drew, the casting directors..."

Liu says that she was attracted to the film because it was not a remake, and therefore she could make the part of Alex her own. Being an Angel also represented the opportunity to be a part of something modern yet with a historical background. "You get to go undercover. You get to do things that Bond gets to do. You get to work with Cameron and Drew-what a powerful combination. It's the most fun anyone could have."

With the Angel trio complete, the three actresses went head-on into training. Though Liu was a couple of weeks behind, with the support of Diaz, Barrymore, Yuen and the martial arts team, it wasn't long before everyone was in sync.

"In the beginning, we trained six to eight hours a day," recalls Barrymore. "We were down on our knees in a horse-stance learning to balance our body weight. Then we'd do warm-ups and kicks and punches, and then flips. Then we did more kicks and punches. We punched this bag hour after hour. You sweat. You bond. You learn things that you never thought you could do. By the end of the day, your hands are covered with broken blood vessels." Still, she says, "It was so hot!"

"It was a common thing for all of us to be suspended from wires half the day," explains Diaz of the supplementary apparatus used by the trainers. "The great thing about movies," exclaims Diaz, "is you get the opportunity to do things that you never would have been able to do in any other circumstance. And you get to learn these things from the best people."

"Understanding your body and how far you can push yourself was an incredible journey," explains Liu. "If your body isn't used to it," she says, "you find yourself in a situation where you are in a lot of pain."

But, Liu adds, "It was amazing to see the transformation. Not only in myself, but also in Drew and Cameron. We were all suddenly doing things we'd been trying to do for months. It was an incredibly rewarding experience."

"I empathize with what's called 'eating bitterness,'" says the Master. "That means going through the pain just to be tough, to be strong. They were willing to eat bitterness," he says of the Angels. "They trained their flexibility and mastered some basic moves. Then we increased the degree of difficulty. They learned fast."

"What they were doing," explains Diaz of the martial artists, "was conditioning us so that we would be physically able to do whatever they choreographed. The different punches and kicks were all part of our repertoire, so to speak. On the shooting day, they would say 'this is the combination,' and we would pull from our repertoire of knowledge to fit the choreography."

Adds Liu, "The more takes you do, the less likely you can physically achieve what they want. So you have to figure things out during training and apply them when you're actually shooting."

"When we were on set shooting scenes with a lot of action, and it was painful," adds Liu lightheartedly, "we'd just turn to someone on the crew and say, 'It's really hard being an action hero.'"

Says Andy Armstrong, who assisted stunt coordinator Vic Armstrong: "Once you step into the world of action movies, there are two sides to it-a great high when you get things right and a natural frustration when you keep getting it wrong. Women tend to be the most competitive because they have to prove things in two ways: to themselves, and to men."

This philosophy, however, often leads to success. "Women often do very well with this approach because they come to the training with a better attitude than men," adds Vic Armstrong. "Guys come to the table believing they're tough. Women come to the table wanting to learn, and that is a better place to start from."

"There was a healthy competitiveness," says Yuen of Diaz, Barrymore and Liu. "Competition," he says, "is actually a training method. If three or four people are training at the same time, they can become jealous of each other. It's utilizing one's own weakness to make them stronger."

Unlike the scores of 'James Bond' films that Yuen had worked on previously, which placed the focus of the action mainly on gadgets and explosions, Charlie's Angels derives its thrills from the acrobatic combinations of stretches, splits, high jumps and long kicks its stars perform. "The Angels are more about hand-to-hand, one-on-one combat-or three-on-one depending on the opponent," points out Yuen.

Though delighted by the Angels' enthusiasm, stunt coordinator Vic Armstrong and Andy Armstrong often found it nearly impossible to try to talk their zealous stars out of doing their own stunts on some occasions. "Cameron, Drew and Lucy pushed themselves to be at least as good as one another-so much so that the stunt women had to work harder to be better than them."

"I remember watching my sister on the other side of the kindergarten fence-jumping in and out of the sandbox playing 'Charlie's Angels,'" says Diaz. "I couldn't wait to be an Angel. By the time I made it over to the sandbox though, there was no room for me. They already had three Angels." Adds Diaz, "Now that I get to be an Angel, there wasn't any challenge that I was going to back away from."

Says Juvonen, "The girls didn't want the stunt doubles to do it. Once you have invested that much time to get your body in shape, put yourself through the wringer to learn the skills, psyched yourself up for the fights through the struggle of tears and fighting and yelling… you want it to be you."

"I think the discipline of it was really important," concludes Barrymore. "I love being a woman, and I love femininity. But I also love the tough, survivalist aspect of what boys get to do. I just felt so tough and strong. It was thrilling."

While both Goldberg and Juvonen recall that when they first met the Master, he said, "We do not give praise; we commend in other ways," Yuen acknowledges, "The three girls accepted a lot of things and gained confidence through training. They learned Chinese martial arts. I am very pleased with their performance."

Consistent with their desire to create something new and fresh with Charlie's Angels, the filmmakers decided to introduce a 'fourth angel' to the film. Well, sort of.

"Bosley is the fourth Angel," declares Barrymore of Charlie's lieutenant-in-command and only link to the Angels.

Adds McG: "You have this yin and yang-Bosley and the Angels. They're equally complementary to each other. He offsets the feminine quality of the movie with a distinct masculine and comedic presence. This is a light, fun movie. It's not just fireballs, explosions and karate chops. It's also laughter and some good, heartfelt comedy."

"I thought it would be fun to play an American icon," says Bill Murray of his character. "Not exactly Roosevelt or Lincoln, but Bosley."

Tongue firmly planted in cheek, Murray says he was intrigued by "the idea that I could play someone as important in American culture as Bosley-because I didn't get the call to do Superman or Jefferson in Paris-and go deeper, deeper, deeper and find out what makes him tick."

"He is a guy with a little bit of wisdom to impart to the Angels," continues Murray. "He's been at the agency for a while. Like an assistant principal that sticks around after the principal leaves," the actor/comedian explains, "Bosley knows where the mop is. He has the keys to everything."

"He brings such a great quality to the part," Goldberg says of Murray. "He brings individuality to it and interprets it as only Bill Murray can."

With a wink and a nod to the Angels' obvious allure, Murray concluded that the most practical approach to fleshing out Bosley's character was to play him as someone who experienced a private, unrequited love for the Angels while faithfully serving them and keeping them happy, healthy and gorgeous. In other words, Murray says, keeping them "totally relaxed. No creases or wrinkle lines in these beauties."

Even Murray had to admire the blood sweat and tears his co-stars invested their roles. "They worked very hard on the kung fu," he says, "and they had fun doing it."

"This movie could be really big and really successful because it is a lot of fun," he adds. "It is about girls having fun. They're just having a blast. If everything I brought to it, the writer brought to it, the director brought to it, serves that, then it's going to be fun. It's going to work."

"One of the millions of pluses about getting Bill Murray for the movie," says Nancy Juvonen, "is that the second you hear or see that he's in it, you want to see it."

"We always wanted Bill Murray to play Bosley," McG proclaims. "But he's a tough guy to reach. He was kind of elusive-like Charlie. But we were so intent on him playing Bosley that I jokingly said we should hire a private investigator to find him."

Principal photography on Charlie's Angels began in January 2000.

The film was shot on location in and around Southern California. Keen-eyed film buffs and Steven Spielberg fans may recognize one setting used in the movie-the house where Barrymore 'drops in' on two video game-playing kids is the very same house occupied by then child-actor Barrymore and others in Spielberg's blockbuster, E.T. The Extraterrestrial.

With the assembled comedic talents of Bill Murray (Emmy nominee for "Saturday Night Live" and Golden Globe nominee for Rushmore (1998) and Ghostbusters (1984)), Drew Barrymore (ShoWest's Comedy Star of the Year 2000), Cameron Diaz (Best Actress Golden Globe Award nominee for the acclaimed comedy There's Something About Mary (1998)) and Lucy Liu (Emmy Award nominee as Outstanding Supporting Actress in a Comedy Series for "Ally McBeal"), the film's own comedic voice began to take shape.

Although Goldberg admits, "We have a lot more comedy in the film than we ever did in the series," Charlie's Angels is not a spoof. According to McG, there are other essential qualities-in addition to a healthy sense of fun-that make an Angel an Angel. "An Angel has to have the dexterity to go in and out of any situation and feel right at home. They have to be very effective and have the panache to capture everyone's imagination. They have to make the men say, 'I want to be with her' and the women say, 'I want to be like her.'"

Barrymore credits the direction of McG for bringing out the best the Angels had to offer. "He drove us to be tougher and smarter and have a better time than we would have had without his influence and energy and passion and enthusiasm. His belief in us made us work harder and be better at our jobs. He constantly made us go the distance and push ourselves further. And that," says Barrymore, "is what the Angels of 2000 are."

As for the sex appeal of the TV show, McG admits, "we certainly didn't want to come up short on that level in the movie, because the show is well remembered for that. At the same time," notes the director, "a woman's place in the world is much different than it was 20 years ago. Women are a lot more active-jumping off cliffs on motorcycles, riding upside-down on snowboards, running corporations and, at the same time, successfully raising families. We needed to be cognizant of the way men and women are perceived on a societal level in the year 2000."

"One of the things that I really appreciate about our film is that the women are human and accessible," echoes Barrymore. "They have desires and needs, humor and darkness, and they are entirely capable."

Liu concludes, "It's very simple. To be an Angel, you just have to be yourself. The great thing about our characters is their different personalities. It kind of allows for anyone to be an Angel."

Crew members also drew inspiration from this concept of the Angels as a trio of free-spirited, modern women. Academy Award™ - nominated production designer J. Michael Riva says, "The inspiration for what I did on this picture came from the three girls. They're all separate parts of the same woman-if you had one woman and split her into three, you'd have Charlie's Angels. That is something that I tried to weave into the visual of the picture."

"The Angel world is a very special place with its own set of rules," continues Riva. "I had the freedom to go all the way. I think the key to this kind of movie is courage and fearlessness."

Costume designer Joseph G. Aulisi also pushed the creative envelope in his work. "Designing costumes in several different modes-elegant, fashionable and still ready for action-has been a lot of fun," he comments. "Cameron, Drew and Lucy have all contributed greatly to their looks and what they feel their character should be."

To compensate for "all the action," Aulisi used a lot of stretch fabrics in the costumes. "The girls wanted to feel sexy and confident-like they can kick their leg above their head in the fighting scenes and not be hindered by crazy materials," says Juvonen.

Production on Charlie's Angels wrapped in June 2000.

Her passion for moviemaking extending into every detail of the craft, Barrymore is grateful for the talented team of artists and performers that surrounded her. "Whether it's Russell Carpenter's cinematography, Sam Rockwell's unique way of giving life to 'Eric Knox,' Crispin Glover's take on his character, the way Bill Murray saw 'Bosley' or Tim Curry, Kelly Lynch, Tom Green, Matt LeBlanc, Luke Wilson, LL Cool J and the rest of the cast and crew," she says, "it was important to me to work with people who would bring themselves to this film-whether it was who they truly are or the characters they create."

"Drew has been a driving force from the beginning," sums up Goldberg.

McG has also left an indelible imprint on his feature film debut. Says Lucy Liu, "I hope people feel McG's energy and fearlessness and understand how difficult it is to be brave-especially when people are saying 'no,' and you're saying 'yes.'"

Of McG, Diaz adds, "There was never a day when he wasn't at the height of excitement. The movie is driven by that energy. His enthusiasm and energy are the movie." In fact, says Bill Murray, "if you put a nickel in McG, he'll tell you the movie shot-for-shot, scene-for-scene, from start to finish."

The director, however, will tell you that it is the actors that make the movie-and the filmmaking experience-what it is. "I knew she was going to be charming, and clearly her beauty is other-worldly," he says of Cameron Diaz. "But after spending time with her, you realize the long-term effect that her take on life has on everybody around her. She chooses to be as professional as she can and take her craft as high as she can."

"It's infectious," he declares. "You start to see the crew standing taller."

The director is equally complimentary of Liu. "Lucy was an answer to our prayers. She's classy, professional, and yet she has a great touch with the comedic elements of the film. She was the ideal third piece of the puzzle, and she really plays off Cameron and Drew perfectly."

Of Barrymore, with whom McG has interacted daily for two years, the director says, "it's no accident that Drew is Drew. She has the experience of a seasoned Hollywood veteran, but she combines that with the lightness of youth. She makes you smile when you get up in the morning and gives you what you need through the day. And she tucks you in feeling great about what you've achieved."

"She has an incredible head for business," notes Juvonen of Barrymore as a film producer. "She doesn't need to wear her producing hat all the time," she says, "but when she puts it on, it's very clear."

With the new film version, the concept of "Charlie's Angels" is still breaking ground more than 20 years since the television show first aired. "The action movie is the last bastion of the male star," says Leonard Goldberg. "But I think the Angels of 2000 may just change that."

Says McG, "the message of this film is, 'don't think because I'm beautiful I can't go out and kick some ass and make it happen in a 'man's world.'' Because it's no longer a 'man's world,' it's everybody's world."

Perhaps only one of Charlie's Angels herself can best articulate the intentions of the film. "My biggest hope for this film is that people will feel like they could be an Angel," says Drew Barrymore. "All it takes is belief in yourself and the willingness to go the distance in whatever it is that you want to do."