Spies in Disguise is a 2019 animated spy comedy film. It was released on December 25, 2019 and is the first animated movie from Blue Sky Studios to be released by 20th Century Fox as a subsidiary of The Walt Disney Company following the acquisition of 21st Century Fox.


Lance Sterling, a cocky secret agent of H.T.U.V. (Honor, Trust, Unity, and Valor), is sent to recover an attack drone from Japanese arms dealer Katsu Kimura in Japan. As soon as the buyer, cybernetically enhanced terrorist Killian, arrives, Sterling breaks in against the orders of H.T.U.V. director Joy Jenkins, defeats Kimura and his gang, and manages to escape with what he believes is the briefcase containing the drone. Sterling returns to H.T.U.V. headquarters to confront Walter Beckett, a socially inept MIT graduate and outcast young scientist, for equipping nonlethal weapons into his suit. Walter tries to convince Sterling that there is a more peaceful way to save the world, but Sterling fires him.

Sterling discovers the briefcase to be empty and is confronted by Marcy Kappel, a security forces agent, who reveals footage of Sterling (actually Killian in a holographic disguise) leaving with the drone, labeling him as a traitor. Sterling escapes the H.T.U.V. and decides to track down Walter to help him disappear. Meanwhile, Killian breaks into the H.T.U.V. weapons facility.

While searching Walter's home for his invention, Sterling unknowingly ingests the concoction and transforms into a pigeon. Before Walter can try to change him back, Marcy and other H.T.U.V. agents chase the duo through the city, but they escape in Sterling's spy car. The two track down Kimura to a resort in Playa del Carmen, Mexico. There, they learn of Killian's whereabouts in Venice, Italy before Marcy and the H.T.U.V. can capture them again. On their way to Venice, Walter attempts to make an antidote but fails.

Arriving in Venice, Walter is confronted by the H.T.U.V., who are unaware of Sterling's condition. Revealing that she knows about Wendy, Walter's mother who was a police officer who died on duty, Marcy tries to convince him to help turn Sterling in, but Walter refuses. Suddenly, a drone distracts the H.T.U.V. and allows Walter and Sterling to escape. The two discover the drone carrying the H.T.U.V. agent database, and Walter manages to retrieve it. However, Killian shows up, takes the database, and prepares to kill Walter but with help from hundreds of hungry pigeons in the surrounding area, they distract Killian and flee. Disguised as Sterling once more, Killian escapes the H.T.U.V., shaking Marcy's suspicions of Sterling upon her seeing him with a robot hand.

Whilst underwater in a submarine, Walter reveals he planted a tracking device on Killian and locates him at the weapons facility. Walter manages to perfect the antidote and successfully turns Sterling human again. Reaching Killian's hideout, Sterling, concerned about Walter's safety, sends him away in the submarine. Once inside, Sterling confronts Killian but is defeated and captured as Killian reveals he has mass-produced hundreds of drones to target everyone at the agency using the database as revenge for killing his crew in a past mission led by Sterling. Noticing Walter returning in the submarine, Killian destroys it; unbeknownst to them, Walter survives with one of his inventions.

Once Walter frees Sterling, the two escape and contacts Marcy for support as the drones approach H.T.U.V. headquarters in Washington D.C. Walter attempts to hack into Killian's bionic arm. When Killian realizes this, he tries to flee with a drone, but Walter catches up. Walter risks his life by trapping Killian in one of his protective gadgets and deactivates the villain's arm as he falls, but Sterling, who has turned himself back into a pigeon, flies for the first time and carries him to safety with help from other pigeons, and Killian is found and arrested.

Despite saving the world, Sterling and Walter are fired for disobedience. However, they are later reinstated by the H.T.U.V. as the agency could learn from Walter's more peaceful ways of handling villainy.


  • Will Smith as Lance Sterling
  • Tom Holland as Walter Beckett
    • Jarrett Bruno as Young Walter
  • Rashida Jones as Marcy Kappel
  • Ben Mendelsohn as Killian
  • Reba McEntire as Joy Jenkins
  • Rachel Brosnahan as Wendy Beckett
  • Karen Gillan as Eyes
  • DJ Khaled as Ears
  • Masi Oka as Katsu Kimura
  • Carla Jimenez as Geraldine
  • Olly Murs as Junior Agent #1 (Uncredited)
  • Jarrett Bruno as Pigeon Voice
  • Claire Crosby as Unitee
  • Mark Ronson as Agency Control Room Technician
  • Tawny Newsome as Agency Employee #1
  • JB Blanc as Agency Employee #2 and Marcy's Agent #3
  • Adrian Gonzalez as Agency Employee #3 and Marcy's Agent #1
  • William Christopher Stephens as Agency Employee #4 / Marcy's Agent #5
  • Bex Marsh as Agency Employee #5 and Female Tourist
  • Peter S. Kim as Agency Employee #6, Joon, and Marcy's Agent #4
  • Gabriel Conte as Agency Employee #7
  • Jess Conte as Agency Employee #8
  • Rashawn Nadine Scott as Agency Employee #9
  • Stefania Spampinato as Agency Employee #10 and Italian Woman
  • Nick Bruno as Agency Employee #11 and Pigeon Voice
  • Troy Quane as Agency Employee #12
  • Eddie Mujica as Agency Accountant and Male Tourist
  • Emily Altman as Lead Agency Lab Tech and Scooter Girl
  • Randy Trager as Terrance and Pigeon Voice
  • Christopher Campbell as Marcy's Agent #2
  • Matthew J. Munn as Weapons Lab Soldier
  • Kimberly D. Brooks as Lance's Car
  • Youn So as Soo-Min
  • Min-Hyuck Jang as Joon
  • Randall Thom as Pigeon Voice and various voices
  • Krizia Bajos as Receptionist at Playa del Carmen
  • Reggie de Leon as Weapons Lab Tech
  • Paolo Constantino Cenci as Scooter Guy
  • Casey Roberts as Launch Control Voice

Additional Voices

  • Daniel Booko
  • Jen Cain
  • Oscar Camacho
  • David Chen
  • Johnny Gidcomb
  • Annie Gonzalez
  • Maya Goodwin
  • Danielle Hartnett
  • Marabina Jaimes
  • Masa Kanome
  • Hideo Kimura
  • Dina Morrone
  • Dyana Ortelli
  • Arthur Ortiz
  • Chrystee Pharris
  • Ben Pronsky
  • Stan Sellers
  • Shane Sweet
  • Michael Woodley
  • Vivian Yoon
  • Ruth Zalduondo


  • This is the first Blue Sky Studios film to have the opening credits since Rio.
  • This is the first animated film from 20th Century Fox to be released after the Disney purchase.
    • Additionally, this is the first Blue Sky Studios film to be released after the Disney purchase.
  • The film's release date has been changed several times. It was originally set to come out on January 18th, 2019, but was then pushed back to April 19th, then moved to September 13th, 2019. On May 10, the release got pushed back once more to Christmas Day 2019, to accommodate the release of Fox's Ad Astra which was moved to the September date.
  • This is Will Smith's first animated film role since DreamWorks' 2004 feature Shark Tale.
  • This is the sixth time Tom Holland uses an American accent for his role after Captain America: Civil WarSpider-Man: Homecoming, Avengers: Infinity War, Avengers: Endgame, and Spider-Man: Far From Home (all of in which he played Spider-Man (aka Peter Parker)).
    • This is also his first time using an animated role, not counting the UK English dub of The Secret World of Arrietty (under the simple title Arrietty in that country).
    • Another reference is at the M.I.T. (Massachusetts Institute of Technology) where Walter Beckett graduates at a young age, like Tony Stark before him, which is subtle since Tony Stark is Spider-Man's mentor and Tom Holland and the MIT appear at Captain America: Civil War. Although, all this may be a coincidence.
  • This is Olly Murs' first animated film role and his second animated role after previously voicing Spike in 101 Dalmatian Street.
  • This was the second film in 2019 to have a character played by Will Smith turn into a form that's colored blue. The first film was Aladdin (2019).
    • This was also the second film of 2019 to feature a character played by Tom Holland that visits Venice and fights a villain with drones. The first film being Spider-Man: Far From Home.
  • This is the first 20th Century Fox (and Blue Sky Studios) film to use the 2019 MPA logo in the end credits.
  • Walter's stuffed unicorn toy, Unity, parodies Winnie the Pooh, Princess Celestia from My Little Pony: Friendship is Magic and Tenderheart Bear from Care Bears. Unity can be found on Walter's childhood pajamas at the beginning of the movie and on a security blanket that gets launched towards the end.
  • Sterling's face in the sun during his transformation to a pigeon is a reference to the pre-school series Teletubbies.

It was announced on October 9, 2017, that development was underway on a film based on the animated short Pigeon: Impossible, with Will Smith and Tom Holland lending their voices to the lead characters.


In October 2018, new additions to the voice cast included Ben Mendelsohn, Karen Gillan, Rashida Jones, DJ Khaled and Masi Oka. In July 2019, Reba McEntire and Rachel Brosnahan joined the cast. In September 2019, Carla Jimenez joined the cast.



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