After the 1980 release of their smash hit ‘Airplane!,’ filmmakers David Zucker, his younger brother Jerry Zucker, and Jim Abrahams were three of the hottest commodities in Hollywood. Based on a 1957 film by the name ‘Zero Hour!,’ ‘Airplane!’ spoofed the genre of airline disaster movies and wound up grossing $83 million and became part of the zeitgeist of American popular culture. So, what would they do next?

The problem for Zucker, Abrahams, and Zucker was that they didn’t have another ‘Zero Hour!’ to spoof. Without a solid idea for a full-length motion picture, the three created the short-lived ABC comedy ‘Police Squad!’ starring Leslie Nielson, but it only lasted six episodes (though it later morphed into the much more successful ‘Naked Gun’ movies franchise).

After some disastrous pitch meetings, the three decided to eschew ‘Airplane II: The Sequel’ (a film which most of the original cast returned to do, though Zucker, Abrahams and Zucker did not; instead it was directed by Ken Finkleman, who wrote 'Grease 2') and make their second film a genre-combining story that smashed together an Elvis Presley type singer and ... World War II. Needless to say, ‘Top Secret!’ was not as straightforward as ‘Airplane!.’ And though considered a cult classic today, ‘Top Secret!’ was a bomb at the 1984 box office.

Adding to the tumultuous experience was the film’s star; a classically trained actor named Val Kilmer starring in his first film role who, by his own admission, wasn’t always happy on set.

Kilmer stars as Nick Rivers (a character that today the Zuckers admit was poorly written, which probably added to Kilmer’s angst), a cocky rock and roll singer who is performing in East Germany. After meeting a woman named Hillary (Lucy Gutteridge), Nick finds himself caught up in a deadly game of spies and resistance fighters. Again, this wasn’t the simple story that was ‘Airplane!.’

Ahead -- as ‘Top Secret!’ approaches its 30th anniversary – in their own words, David Zucker, Jim Abrahams, Jerry Zucker and Val Kilmer tell the story about the rise, then fall, then rise again of what today is considered a comedy classic, ‘Top Secret!.’

Jim Abrahams: There were four years that went by, and we kind of figured after ‘Airplane!’ that we’d be able to pop one of these babies out every year or two. We didn’t quite understand what we had with ‘Airplane!,’ I don’t think.

Jerry Zucker We were funny guys who really didn’t understand, had no clue, about movie structure.

Jim Abrahams: ‘Airplane!’ was based on this movie ‘Zero Hour!,’ and that’s a story about a guy with post-traumatic stress disorder and, if you look at it in ‘Airplane!’ pretty carefully, that’s what Bob Hayes’ character had. He was plagued by demons from the war and it affected his personality.

Jerry Zucker: You could teach structure from either ‘Zero Hour!’ or ‘Airplane!’ – we don’t take credit for either, obviously.

Jim Abrahams: It was a really good story and David, Jerry and I just kind of hung our jokes on it. It was really a gift that we stumbled across that movie. So, it took a little while for us to figure that out – exactly why ‘Airplane!’ was so effective.

Jerry Zucker: Without the jokes, there’s still a story. At some moronic level, you care about if the plane lands safely and if the boy and girl get together and that helps the jokes work.

Jim Abrahams: We didn’t quite get the importance of a story. We struggled coming up with a story for a while. We came up with a lot of bad ideas.

Jerry Zucker: There was some idea we pitched to Michael Eisner that was so bad he thought we were putting him on.

Jim Abrahams: We went in and pitched something at Paramount sometime after ‘Airplane!’ and before ‘Top Secret!’ and I think before ‘Police Squad!.’ The first guy we pitched it to was Jeffery Katzenberg, who loved us because ‘Airplane!’ had been so successful and we were kind of a hot item back in those days. We pitched the idea and it sucked. And Jeffery kind of sat there and listened to us and he said, “You’re kidding.” It was such a bad idea he thought we were kidding. Then he calls Michael Eisner in, just to make sure. And we pitched the same idea to Eisner and he said, “I hate it.”

Jerry Zucker: We had this ‘Police Squad!’ idea, but we didn’t know how to make a story out of it, so we made a TV show out of it. So, really, that’s what we did next after ‘Airplane!.’

Jim Abrahams: We were really struggling to try to figure out what to do. Then ‘Police Squad!’ came up and we spent a little time figuring that one out – and that eventually got canceled.

Jerry Zucker: The thing with ‘Naked Gun,’ it fell into the category that all good sequel movies fall into, that it was based on a single strong character -- or two in the case of ’22 Jump Street’ – that you can throw into a bunch of different situations and stories. With ‘Airplane!,’ it’s a group of people and the story itself was a specific story of how Ted and Elaine were breaking up and he found his courage. You couldn’t really have done a sequel to ‘Zero Hour!.’ So, for us, ‘Airplane 2’ was just going back on an airplane and trying to come up with 500 more jokes about things on an airplane.

Jim Abrahams: Then we figured the best thing to do was to put together a bunch of our favorite jokes – really good jokes -- and string it together with what seemed like a story and that’s what wound up being ‘Top Secret!.’

It was always like a poor stepchild. Like, “Oh, ‘Top Secret!,’ the bomb.”

***

We just needed a subject that we would be excited about. Starting out, we didn’t have a whole genre like the airplane disaster movies. We were just fans of those black and white World War II movies that were made during the war. Somehow, we didn’t think that was enough: we didn’t want to do a period piece, we wanted to make it contemporary. That was the whole conceit of ‘Top Secret!’: that it was not necessarily grounded in reality, but it would have kind of this heightened sense of craziness – even to which genres we were picking, which was a split hybrid between Elvis movies and the World War II movies.

Jerry Zucker: At some point we said, “Wait a minute. What if we combine them?”

Jim Abrahams: It wasn’t concise. We couldn’t find a single genre to make fun of, like a disaster movie in ‘Airplane!.” It’s really a combination of Elvis movies and World War II movies and that’s harder to wrap your mind around than a single genre.

Jerry Zucker: ‘Airplane!’ is more of a movie and ‘Top Secret!’ is a little more of a joke book.

David Zucker: So, it was like a totally crazy premise, which is risky when you do movies because it’s tough to do a movie that’s not grounded in reality.

Jerry Zucker: That was a difficult way to write a movie.

David Zucker: I’m sure most people don’t even realize what it’s a spoof on.

***

For the lead role of Nick Rivers, the three filmmakers turned their eyes to a 24-year-old Julliard-trained actor with no real moviemaking experience named Val Kilmer.

David Zucker: We auditioned maybe four or five actors. And what happened is we went to New York and saw Val in a play called ‘Slab Boys’ and he was highly recommended by our casting people at the time. And we were impressed because he did a reading, did a couple of songs – and we thought, Hey, this is the guy.

Val Kilmer: I was a huge, huge fan. I saw their theater in Pico [Kentucky Fried Theater] about 50 times. Once my kind father even rented the entire show for a party full of classmates, so I really knew their stuff.

Jerry Zucker: I think Val was great in the movie and we were lucky to have found him because we read a lot of actors who gave it their all, but it just wasn’t quite happening.

Jim Abrahams: He seemed like a nice young kid who was absolutely devoted to the role. When most people come in to audition for a part, they kind of prepare the line and get an idea of the character and stuff like that. But Val actually came in to read for the role, he had prepared some Elvis song and sang it like Elvis with all of those moves. He gave the character and the part a lot of thought and work even before he came in to audition.

Val Kilmer: I wore baggy rockabilly pants. So baggy that I hid a large plastic juggling pin and brought it out at just the right time.

Jerry Zucker: He could sing, he could move, and he got the humor – he could deliver that line. And, of course, he looks beautiful on-screen.

Jim Abrahams: Nobody knew he was going to wind up being “Val Kilmer.”

David Zucker: You know, he was troubled. And at the time, we thought he was difficult. But, it’s important for me to say, when I say he was “difficult” – and, in fact, Val may be difficult in his career; I don’t know what other directors’ experience was – but some days we’d get one Val and some days we’d get the other.

Val Kilmer: I lived the boys and their comedy, but it took me 25 years to "enjoy" not knowing what is going to happen on a set. My acting training is formal and I was fresh out of Hamlet-land and the Julliard School. The boys always wanted me to have more fun, but I wanted to be good and I took it all way too seriously.

Jim Abrahams: I remember him struggling with the character, but I always thought he was a good kid. We hung out -- my wife and I kind of hung out with him a little bit socially when we were making the movie.

David Zucker: But, we all liked him. We all liked him.

Jerry Zucker: On set, I remember him being a bit mercurial. Some days, he was incredibly fun to be with and we were laughing. And some days were more difficult.

Val Kilmer: Message to young actors: When your bosses tell you to have more fun, believe them and do it. It doesn't happen that often!

David Zucker: But, I will say in his defense, that was a tough character to play. And in retrospect, when Jerry and Jim and I have discussed this, we’ve thought, Well, gee, who was this character? We didn’t write him a great character. So, we assume a lot of the responsibility.

Jerry Zucker: I feel bad for the movie, not for Val. I don’t mean that in a negative way to Val… I take that back. It’s always difficult as an actor just to play “a guy.” And here’s another case where we didn’t understand.

Val Kilmer: It's kind of weirdly engaging that I'm clearly taking all the lunacy so seriously.

Jim Abrahams: We meet Val Kilmer in ‘Top Secret!’ and he’s kind of this arrogant rock and roll star. He had no real problem.

David Zucker: In retrospect, that character doesn’t have an arc. Ted Striker had an arc.

Jim Abrahams: Clearly we missed the whole message from ‘Airplane!’ that your lead character needs to have character.

Jerry Zucker: We didn’t do a good job of storytelling and movie structure. We broke a lot of rules, but not in good ways.

Jim Abrahams: In that first scene when we meet him on the train, one of his introductory lines to the audience is, “Is your daughter 18?” In other words, “Can I fuck your daughter?”

Jerry Zucker: Right off the bat!

Jim Abrahams: And hardly the endearing introductory line that you want from a guy whose journey you’re going to go on.

Jerry Zucker: We did Val a disservice.

Jim Abrahams: Val was aware that Nick Rivers was kind of vacuous. And that was always a struggle for Val. He couldn’t figure out what would this character do – Val is an actual actor and we were just pretty much interested in people telling our jokes. But he was a true actor and was looking for something in that character to play. He did salvage Nick Rivers, but that was always his struggle when filming.

Jerry Zucker: That’s part of the problem of doing a second movie after a big hit, everybody says, “Well, you must know.” And the fact is, we didn’t. We knew how to tell jokes, but we didn’t understand yet how to make a movie. I don’t know why nobody said, “Hey, take a structure course.”

David Zucker: We thought we hit it out of the park, because it was so funny. We knew we had the jokes. But I think we learned a lesson.

Jerry Zucker: I think some of our best jokes are in ‘Top Secret!,’ but it’s really hurt by not having a story. It doesn’t have much of a story or a hook … joke-wise, we started to run out of gas at the end of ‘Airplane!.’ But the movie doesn’t run out of gas.

Jim Abrahams: The third act of ‘Airplane!’ kind of drops off – like, it’s lots of puns and we make it across the finish line. But it does drop off a little bit. If you look at the third act in ‘Top Secret!,’ that’s where the underwater scene is.

Jerry Zucker: But ‘Airplane!’ doesn’t have the underwater scene and the backwards scene or the station leaving the train.

***

Ah, yes, the underwater scene and the backwards scene, we’ll get to that. ‘Top Secret!’ is filled with sight gags that Zucker, Abrahams, and Zucker still love today.

David Zucker: In ‘Top Secret!,’ there are so many of them. You know what I love? The jokes that are so easy to do – like when Val is leading the resistance guys and they’re crunching the leaves, and then he turns back and says, “Shhh.” And they nod and they go on. We just took the sound out. It was like so stupid.

Jim Abrahams: There are three in a row right there. Somebody checks his watch and there’s a close-up of the watch, the “shhhhh,” then they cut through the fence and the boots.

David Zucker: Some of the puns are great, “I know a little German, he’s sitting over there.”

Jerry Zucker: I’ve always loved the big telephone.

Phil Lord (Co-director of ‘The LEGO Movie’ and ’22 Jump Street’): The giant phone gag still destroys me.

Paramount

David Zucker: You know what’s something nobody never notices? Val jumps onto the chandelier and the chandelier comes down, in the background you can see the other chandelier go up. So, it was connected. That’s one of the obscure jokes, I don’t know how many people have actually seen it.

About halfway through the film, Nick and Hillary visit a German bookkeeper played by Peter Cushing (the legendary actor who is best known today for playing Grand Moff Tarkin in the original ‘Star Wars’) in what would have been a throwaway scene, only that the entire scene was shot entirely in reverse -- with dogs that wouldn’t cooperate.

David Zucker: I can’t remember how we explained it or when the meeting was.

Jerry Zucker: Peter Cushing was very old at the time – and very nice about the whole thing. I think he kind of got it.

David Zucker: We rehearsed for an entire day and then we shot for an entire day – probably 22 takes, or something like that.

Jim Abrahams: I remember it took 17 takes.

David Zucker: One problem we had was that the stunt dog – the highly expensive stunt dog.

Jim Abrahams: At the end, we had three trained dogs that the trainer brought to the set.

David Zucker: It lasted for about four takes and then wasn’t hungry anymore.

Jim Abrahams: Each dog stopped being hungry.

David Zucker: That’s how we got the dog to come in each time. The production designer, Peter Lamont, brought in his dog from home and said, “My dog is always hungry, he’ll do it every take.” And he did.

In the film’s third act, Nick Rivers and a villain named Nigel (played by Christopher Villiers and based off Christopher Atkins’ character in the 1980 film, ‘The Blue Lagoon’) tumble out of a truck, off of a bridge, and into a lake. Their fight continues in an elaborate underwater sequence that culminates in an underwater saloon.

Val Kilmer: The underwater scene was a blast.

David Zucker: It was done in increments of 10 or 15 seconds. Every shot was long enough that everyone in it could hold their breath.

Jim Abrahams: There are no special tricks.

David Zucker: It was in a big tank at a studio at Pinewood. There were divers off camera who would give the actors their oxygen right after the take.

Val Kilmer: The hardest part was not laughing and running out of oxygen.

Jim Abrahams: In the underwater scene, what I had forgotten was if you just watch that shot for shot, it’s still, in all humility, it’s still really funny. Shot for shot, that scene builds from first going underwater and builds each shot into a little more elaborate reference to an old western bar fight – with a good punchline at the end.

Val Kilmer: I got my [diving] certificate for that sequence and still enjoy diving today!

David Zucker: The one joke that is my favorite, but it only works in front of a large audience. And that’s when Val tells Lucy, “I’m not the first guy to fall in love with the daughter of a kidnapped scientist,” and recites the whole plot. And she says, “I know it sounds like some bad movie.” And when we wrote that, we knew that the audience would just go crazy – catcalls and everything because they would agree, “Yes, this is a bad movie.”

Jim Abrahams: That was kind of a bold joke. Acknowledging that you made a bad movie.

David Zucker: It’s things like that that were both the blessing and the curse for ‘Top Secret!.’ All of those great scenes were like bull fighting, because for a movie to sustain and to be satisfying, it has to be more grounded in reality. And these kind of scenes were not adding to the reality of the movie.

***

In a tradition started in ‘Airplane!’ by casting actors who weren’t known at the time for comedy – like Lloyd Bridges, Robert Stack and Leslie Nielsen – Omar Sharif, an actor best known for his work in ‘Lawrence of Arabia’ and ‘Doctor Zhivago’ was hired to play Agent Cedric, who in the course of the film is smashed in a car crushing machine and is on the butt of a dog poop joke.

Paramount Pictures

David Zucker: He was all in. He was just wonderful. You know, you have to remember that in our style, using these non-comedians – either famous leading men or character actors in serious movies – they loved doing comedy. Every one of them does. From Robert Stack to Lloyd Bridges, they all love doing comedy because they don’t get asked to do this kind of stuff.

Jim Abrahams: I think it was a job. He couldn’t have been a nicer guy. He couldn’t have been more professional. He couldn’t have done it better. But, I think it was a job.

Jerry Zucker: Omar Sharif really had fun with it.

Jim Abrahams: He got paid a nice salary for a few days’ work.

Jerry Zucker: I think he was into it. He enjoyed it. The one who loved it the most was Leslie, obviously, right from ‘Airplane!’ I think a lot of others are just going along with it. I think Omar was somewhere in-between, actually.

Jim Abrahams: We had a little bit of a track record by then, so he was probably thinking we couldn’t screw up his career too bad.

***

The final act of ‘Top Secret!’ spoofs ‘The Blue Lagoon,’ a 1980 film starring Brooke Shields and Christopher Atkins -- a film that was the ninth highest grossing film of 1980, but hasn’t retained a strong presence in popular culture today. Despite the disparity of their original box office totals, today ‘Top Secret!’ is a more popular film than “The Blue Lagoon.’ Yet, the final act of ‘Top Secret!’ is not hampered by today’s audience possibly not getting the reference.

Jim Abrahams: If you’re doing a spoof from a scene from a movie, it has to work regardless or not whether or not you get the reference.

David Zucker: However, one thing we like to do when we do these things is not have it depend completely on being familiar with the individual movie. I think the jokes kind of exist on their own merits.

Jim Abrahams: Especially after ‘Airplane!,’ we started to figure out the rules of comedy beyond just our own instincts of “does that seem funny or not.” And one of the rules that we came up with was if we’re going to parody a specific scene from a movie, that it needs to work on its own. And if you get the fact it’s a parody of a specific movie, well that’s kind of frosting on the cake.

David Zucker: When I reflect on it, it’s better that we didn’t do topical humor. And the unique thing about movies like ‘Airplane!’ and ‘Top Secret!’ is that they are still funny. So, when I see them with audiences, they still laugh.

Jim Abrahams: There’s a scene on a beach in ‘Airplane!’ where Bob and Julie got wiped out by a wave. In reviews for ‘Airplane!,’ people said, “Wow, wasn’t that a clever spoof of the scene from ‘Here to Eternity.’ Well, we had never seen ‘From Here to Eternity.’ We had no idea that it was a spoof, we just thought it would be funny for a couple to get wiped out by a wave while they’re kissing on the beach. But that got us thinking that if you’re doing a spoof from a scene from a movie, it has to work regardless or not whether or not you get the reference.

***

When ‘Top Secret!’ hit theaters on June 22, 1984, it went up against fellow new releases ‘The Karate Kid,’ ‘The Pope of Greenwich Village,’ and the Sylvester Stallone-Dolly Parton comedy ‘Rhinestone.’ ‘Top Secret!’ would finish seventh behind ‘Ghostbusters,’ ‘Gremlins,’ ‘Indiana Jones and the Temple of Doom,’ ‘Rhinestone, ‘The Karate Kid,’ and ‘Star Trek III: The Search for Spock.’ ‘Top Secret!’ was a box office bomb.

Jim Abrahams: We certainly expected that it was going to do well.

Jerry Zucker: You know you’re in trouble when you have trouble cutting a trailer.

Jim Abrahams: Jeffery Katzenberg at Paramount had tried to cushion us for it not … he prepared us that it wasn’t going to be ‘Airplane!.’

Jerry Zucker: When you have a movie that dramatically underperforms at the box office, that’s tough.

Jim Abrahams: I think our expectations were that we had ‘Airplane!’ again.

Jerry Zucker: It was always like a poor stepchild. Like, “Oh, ‘Top Secret!,’ the bomb.”

Jim Abrahams: If anything, it has a cultish status.

Jerry Zucker: I’m very proud of the film. There’s great, great stuff in there and I think it deserves the cult status ... as I look back at it, I’m beginning to look at our humor from the outside instead of just the inside. And I really like it. It’s a stupid thing to say that I like it, but there’s something about the mix of the three of us that is just unique and different and we just call it “ZAZ” for lack of a word, but that ZAZ thing is very in evidence in ‘Top Secret!’

David Zucker: I’d be more satisfied if we could add one scene. I want to reshoot one scene at the end and I want to re-cut it a little bit.

Jerry Zucker: David always wants to re-edit every movie and shoot new scenes!

Jim Abrahams: We were talking about how we could re-cut ‘Top Secret!’ and get rid of a few scenes and just add a little bit of a character to Val so it would have an ending and we could make the movie work today.

Jerry Zucker: We didn’t really have a big ending … it ends it more abruptly than it should.

Jim Abrahams: We could just tweak the end a little bit. We could get rid of -- there’s a scene at the beginning where somebody crashes through a bridge and we introduce Omar Sharif, but that doesn’t work very well.

Jerry Zucker: David wanted to do something to give it a punch at the end, like pan over to a fireplace or something.

Jim Abrahams: And get rid of Val saying, “Can I have sex with your daughter?” That’s cringe-worthy. What were we thinking?

David Zucker: We need to add a joke at the end. I’m planning to maybe do it and I want to go to Paramount and ask them to let us do it.

Jerry Zucker: David’s right, but I’m not sure that an actual practical thing to do at this point.

***

What’s the legacy of ‘Top Secret!’? Recently, the film screened at the San Francisco Sketchfest (with an audience filled with “ringers,” as Abrahams jokes) and the trio found a new appreciation for the film. An appreciation that current comedy directors like Christopher Miller and Phil Lord share.

Phil Lord: [Chris and I] are huge fans. [They] are a big influence on us and comedy -- with a big C.

Jim Abrahams: Lord and Miller are right on top of the world. ‘The Lego Movie’ is excellent.

David Zucker: [The Sketchfest screening] was incredible; it played better than ‘Airplane!.’

Jim Abrahams: Joke for joke, ‘Top Secret!’ just stood up beautifully.

David Zucker: I think it’s funnier.

Val Kilmer: I'm always so pleased to get compliments about my very first film. It’s so long ago, but I almost never go through an airport or to a big game without someone making a point to quote a line or recount [a scene] and laugh.

Jerry Zucker: David and Jim and I used to joke after ‘Top Secret!’ came out that this is the movie that they’ll show at colleges and we’ll come out with our canes and berets and they’ll applaud us like maybe this was our ‘Duck Soup’ or something.

David Zucker: ‘Airplane!’ is ‘A Night at the Opera’ and ‘Top Secret!’ is ‘Duck Soup.’

Val Kilmer: The boys worked bloody hard to be that wacky. It paid off for everyone -- we went on to enjoy the rarified air of success in film.

Jerry Zucker: We felt great about the movie. We fell back in love with a movie we had partially abandoned.

Mike Ryan has written for The Huffington Post, Wired, Vanity Fair and GQ. He is the senior editor of ScreenCrush. You can contact him directly on Twitter.