Apart from bigger, faster, funnier, more explosive, more eye-popping, et cetera -- you had to set a certain tone for it, too. From the beginning, we know we're going to see beautiful babes but that they're going to be funny, too -- even, or maybe especially, when they're stripping off their wetsuits.

I've got to give all credit to the three ladies. When you think of Cameron, Drew and Lucy, you think about the cover-girl beauty, and think about them as actors. But what people don't think of first off is their tremendous drive to entertain. These are three very, very funny, funny comediennes. I mean, Drew is out there doing Donald O'Connor-style pratfalls and Cameron has this incredible sort of puppy-dog humor: She's just so loose and smiley and charming you laugh hysterically with her. Then Lucy has this really sly, intelligent wit. You put all three together and you can't believe their propensity to entertain. That's the hidden secret of why I hope it works.

When I saw this publicity handout and it said, "Cameron Diaz as Natalie the bookworm, Lucy Liu as Alex the class act, and Drew Barrymore as the tough girl," I didn't know exactly what it was supposed to mean, especially the "Natalie the bookworm" part.

I'm not certain, either. That requires a phone call to Sony marketing. With Cameron's character, Natalie, we wanted to create someone who is really sort of Pollyannaish and lives in her own bubble, but also has got idiot-savant qualities. She's kind of a "Rain Man" super-genius, where she'll be the most intelligent of them all and then turn around and bump into the door and not realize she's standing in Spiderman underwear. We wanted a person who's so positive, even if she lives in her own place with her head in the clouds, that in the end you realize, "What a great way to live. Get me the hell out of reality!"

And we wanted to have Lucy's character, Alex, the internationalist one, who went to Swiss boarding schools and was raised with a silver spoon.

Actually, with Alex I thought it was funny that the "class act" was into dominatrix chic.

[Laughter] Well, she's sort of an adult class act. I just love it when she's elegant and she's tough. She taps into my subversive fantasies. Lucy is great, too: She has such a straight delivery. Then when she cracks up and starts laughing, you just want to laugh with her. She's just so damn charming because of it.

And, of course, Drew is the most grounded, or at least most down to earth.

She's supposed to be the product of foster homes, with sort of a "Switchblade Sisters" upbringing. She's the street-tough one, the savvy one. And you put all three of them together and the whole is greater than the sum of its parts. The idea is that in some way they're three similar ladies but from three entirely different contexts.

And you had to follow that intention through with at least three writers.

Add, like, two zeros. That was just a huge thing. We went through writers because Drew and Cameron and Lucy and I were on top of what we wanted to do with the characters. We were very particular. If someone came in with an idea that wasn't in keeping with where we were already headed, we turned the page.

One particular thing I wanted to mention, because I'm such a big fan of hers: It was so great when Kelly Lynch [of "Drugstore Cowboy"] showed up as a femme fatale.

Exactly right. We wanted to be intelligent with those choices. We're all big fans with what she's done with her career. We had a sort of architectural connection in that she lives in a house designed by my favorite architect, this guy John Lautner, and we got to talking about that. She's an incredibly fashionable human being. She became an advisor on the film from a fashion point of view. She's one of the people who can look great in a gown but can look great in leather pants; she can hang with the boys but she's ultimately a beautiful woman. She embodied that Charlie's Angels quality but we wanted her to be effectively the "dark" angel. She had all the makings of an angel but was just a little bit too pissed off at the world to be the good guy. We wanted her to be the equivalent, in particular, to Natalie, Cameron's character. They were like the good and evil versions of similar physical prowess. They're both these tall, muscular, beautiful, extraordinary, intelligent, capable women, and they get into it at the end.

I almost wondered whether Kelly was the fourth choice on the Angels list.

That's the idea. I wanted someone who was just a shade away from an Angel and had that depth and texture to take it to the dark side.

The idea that the gals were going to become martial arts fighters is new to this version, isn't it?

Yeah, definitely. I'm a big fan of Hong Kong cinema, and certainly a big fan of "The Matrix," and I didn't want to use guns -- Drew made me a believer in all that. So I set out to use the female form as a beautiful lethal entity. It provided a lot of opportunities -- I got to put the girls in clothing that was so tight it wouldn't accommodate any side arms. They studied with a guy named Cheung-Yan Yuen, a martial arts expert from Hong Kong. [He was also the martial arts expert on "The Matrix."] He brought that style of fight choreography to the film. I think it's one of the most exciting elements of the film. I'm delighted we chose that route. I mean, I'm a huge John Wayne fan, but I think the days of seeing the old right cross doesn't really excite the audience as much anymore.

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