Top Secret!

Leaving behind the straight parody of Airplane, ZAZ made something weirder and in some ways more interesting, but it took a while for audiences to appreciate it.

May 24, 2026

Top Secret! is the second film from Jim Abrahams, David Zucker, and Jerry Zucker (ZAZ), the team that gave you Airplane! And when it came out in 1984, it was a bomb.

But to be fair, it had so much stiff competition. On its opening weekend, 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 the juggernauts that were ‘Ghostbusters,’ ‘Gremlins,’ ‘Indiana Jones and the Temple of Doom,’ ‘Rhinestone, ‘The Karate Kid,’ and ‘Star Trek III: The Search for Spock.’

But thankfully, people gave it a chance on cable, and it grew into an ever-growing cult success. This week on Unspooled, ED HELMS joined me to talk about TOP SECRET

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

IT’S NOT AIRPLANE

Airplane! was a direct parody of one film (Zero Hour!, 1957), which gave it a readymade plot. For Top Secret!, they assembled jokes they loved and didn’t use in Airplane and reverse-engineered a story, drawing Cold War espionage films, World War II resistance movies, and 1950s/1960s Elvis Presley musicals and beach party films

Jeffrey Katzenberg reportedly tried to lower expectations before release, warning that it would not repeat Airplane!‘s commercial breakout. He was right. The hybrid concept made the film nearly impossible to market; trailers couldn’t locate a single genre hook as you can tell by the awful posters.

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.

FLIP IT AND REVERSE IT

In a way, this scene in the Swedish Bookstore is a microcosm of the entire film. The entire sequence was filmed in reverse, with actors walking backward, props moving in the wrong direction, so that when played forward, everything moves unnaturally. It took a full day of rehearsal and between 17 and 22 takes on the day, with much of that time lost to the trained dogs, which stopped cooperating once they were no longer hungry. This is the first time I’ve ever watched the scene both ways, thank you YOUTUBE.

This type of joke which was logistically nightmarish, and simply a one off gag happens in every scene of this film.

NOW DO IT UNDERWATER

The film contains a full Western bar brawl staged and shot entirely underwater. The directors were insistent that the wanted to do it without any tricks. So a large tank was built at Pinewood Studios; actors performed in 10 to 15 second increments with off-camera divers supplying oxygen between takes. Kilmer even got his scuba certification for it.

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This was Kilmer's feature debut. Fresh out of Juillard. He got the role after the directors saw him in the stage play Slab Boys in New York and brought him in to read and sing. They auditioned maybe four or five people total. Kilmer arrived having already worked out Elvis-style songs and moves on his own. He also concealed a large plastic juggling pin inside baggy rockabilly pants to produce his own sight gag.

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. 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. - VAL KILMER

The filmmakers described him as talented but sometimes difficult, and in retrospect they split the blame evenly — his intensity and their script, which left Nick Rivers so underwritten that a serious young actor had almost nothing to anchor emotionally.

WHAT THEY WOULD CHANGE NOW

The ScreenCrush oral history of the film is pretty candid. They said the movie is structurally shakier than Airplane! because they were prioritizing joke architecture over character development. They even joked that they were still planning on pitching Paramount a rewrite on the ending, maybe adding another fireplace.

Phil Lord (Project Hail Mary) named ZAZ as a major influence on his and Christopher Miller’s work. David Zucker compared Top Secret! to Duck Soup within the Marx Brothers catalog, messier than the crowd-pleaser, but possibly purer in comic anarchy. Side Note: Duck Soup also underperformed.

I still think ZAZ has a hard time accepting that while the movie was a failure financially it wasn;t creatively. When I hosted a 30th anniversary at SF Sketchfest, they called the audience of the sold out screening that was full of wall to wall laughs a bunch of ringers.

ONE MORE THING

In this deleted scene in which Dr. Flammond explains that the energy in a single apple could destroy an entire city. His assistants announce they have finally created this apple. Someone tosses it away. It explodes.

"(It’s a) monumentally stupid movie" - Cher

OH AND CHER

Cher who was dating Val kilmer at the time of shooting was convinced the film would be a flop. ZAZ made sure that she was apart of the film whether she liked it or not.