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Spies in Disguise is a 2019 American computer-animated spy comedy film produced by Blue Sky Studios and distributed by 20th Century Fox. Loosely based on the 2009 animated short, Pigeon: Impossible by Lucas Martell, the film is directed by Troy Quane and Nick Bruno (in their feature directorial debuts) from a screenplay by Brad Copeland and Lloyd Taylor, and a story by Cindy Davis.

The plot follows a secret agent (Will Smith) who is accidentally transformed into a pigeon by an intelligent young scientist (Tom Holland); the two must then work together to stop a revenge-seeking cybernetic terrorist (Ben Mendelsohn) and return the agent to his human form.

The film premiered at the El Capitan Theatre on December 4, 2019, and was theatrically released in the United States on December 25, 2019. It has grossed $171 million worldwide and it received generally positive reviews from critics, with praise for the animation, music, humor, and vocal performances (particularly Smith and Holland). It was Blue Sky Studios’ final animated film, before it was shut down by Disney in 2021.


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 M.I.T. 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, 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.

While 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 to kill 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 nearly 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
  • Jarrett Bruno as Pigeon Voice
  • Toru Uchikado as Yakuza Member #1
  • Hisato Masuyama as Yakuza Member #2
  • Claire Crosby as Unitee
  • Mark Ronson as Agency Control Room Technician
  • Toshiya Agata as Yakuza Member #3
  • Michi Yamato as Yakuza Member #4
  • Hiroshi Otaguro as Yakuza Member #5
  • 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



Main article: Spies in Disguise (score)

On June 12, 2018, it was reported that Theodore Shapiro was set to compose the film's score.[1] The film's score album was released by Hollywood Records and Fox Music on December 25, 2019.


Main article: Spies in Disguise (soundtrack)

On June 11, 2019, it was announced that Mark Ronson would be the film's executive music producer.[2] Head of Fox Music Danielle Diego expressed excitement at working with Ronson, stating that "his unique blend of vintage soul and funk exceptionally captures the soul of [the] film."[2] On November 22, 2019, an original song for the film entitled "Then There Were Two," performed by Ronson and Anderson Paak, was released.[3] Two days later, an extended play album titled Mark Ronson Presents the Music of Spies in Disguise was announced, featuring five new songs written for the film as well as Rob Base & DJ E-Z Rock's "It Takes Two".[4] The EP was released digitally on December 13, 2019, by RCA Records.[4]


On review aggregator website Rotten Tomatoes, the film holds an approval rating of 75% based on 117 reviews, and an average rating of 6.47/10. The site's critical consensus reads, "A cheerfully undemanding animated adventure that's elevated by its voice cast, Spies in Disguise is funny, fast-paced, and family-friendly enough to satisfy."


  • This is the last 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 only Blue Sky Studios film to be released after the Disney purchase, due to the studio's closure in April 2021. However, it was not the last production from that studio, as its final production was its only short series Ice Age: Scrat Tales.
  • This was the last 20th Century animated film to be under the name 20th Century Fox, to which would be renamed "20th Century Studios" a month later.
  • 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 movie does not feature "Twentieth Century Fox Animation Presents" and "A Blue Sky Studios Production" in neither the opening nor closing.
  • This is Will Smith's second animated film role after DreamWorks Animation's 2004 feature film Shark Tale.
  • This is the sixth time Tom Holland uses an American accent for his role after Captain America: Civil War, Spider-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 only Blue Sky Studios) film to use the 2019 MPA logo in the end credits.
  • The video about a love story that Walter watches near the beginning and the end of a film is in Korean.
  • Walter's stuffed unicorn toy, Unitee, parodies Winnie the Pooh, Princess Celestia from My Little Pony: Friendship is Magic, and Tenderheart Bear from Care Bears. Unitee 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.
  • Walter's face in the sun during Lance’s transformation to a pigeon is a reference to the pre-school series Teletubbies.
  • Scooby Doo is mentioned three times in the dialogue, twice by Ears, and once by Marcy.
  • The car falling from the bridge scene is a reference to Finding Dory.
  • The song "(They Long to Be) Close to You" by the Carpenters can be heard in the car falling down slow-motion scene.
    • However, this is the Sally Stevens cover, rather than the original version by the Carpenters.
    • This is the second animated Fox film to use the song, after The Simpsons Movie (2007).


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.




External links

v - e - d
Spies in Disguise logo.png
Spies in DisguiseSoundtrackScoreVideoSpies in Disguise: Agents on the Run
Lance SterlingWalter BeckettMarcy KappelKillianJoy JenkinsWendy BeckettEyesEarsKatsu KimuraLovey, Jeff, and Crazy EyesGeraldineUniteeSoo-MinJoonM9 Assassins
Washington, D.C.
  1. Cite error: Invalid <ref> tag; no text was provided for refs named ShapiroSpiesInDisguise
  2. 2.0 2.1 "Mark Ronson joins animated film, "Spies in Disguise," as exec music producer", WRMF (June 11, 2019). 
  3. Heath, Paul (November 22, 2019). "Music Video For Mark Ronson & Anderson .Paak's 'Spies In Disguise' Track Drops".
  4. 4.0 4.1 "Mark Ronson's Songs from 'Spies in Disguise' to Be Released", Film Music Reporter (November 24, 2019).