Starring: Will Smith, Tom Holland, Ben Mendelsohn, Karen Gillan, Rashida Jones, DJ Khaled, Masi Oka



Animated spy action comedy directed by Nick Bruno and Troy Quane. The story follows super spy Lance Sterling (Will Smith) and scientist Walter Beckett (Tom Holland), who are almost exact opposites. Lance is smooth, suave and debonair. Walter is not.

But what Walter lacks in social skills he makes up for in smarts and invention, creating the awesome gadgets Lance uses on his epic missions. However, when events take an unexpected turn, Walter and Lance suddenly have to rely on each other in a whole new way. And if this odd couple can’t learn to work as a team, the whole world is in peril.


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Our Favorite Quotes:

'When we fight fire with fire, we all get burned.' - Walter (Spies in Disguise) Click To Tweet 'I'll always have your back, Lance. That's what it means to be a team.' - Walter (Spies in Disguise) Click To Tweet


Best Quotes


[after young Walter has shown his mom, Wendy, his his latest gadget experiment]
Wendy: What you need to do is get ready for school.
Young Walter: Oh, mom, school’s boring. And the kids think I’m weird.
Wendy: Weird? Hey, look at me. What’s wrong with weird? The world needs weird. Listen, I’m out there keeping the neighborhood safe. But one day, your ideas, your gadgets, are going to keep the world safe. And everybody will wish they were as weird as you.
Young Walter: You think?
Wendy: I know. Now, give me a non-inflatable hug.
[they hug lovingly]
Wendy: I love you, partner. I promise I will always have your back. Team Weird?
Young Walter: Team Weird.


[14 years later; as Lance notices some pigeons whilst on a spy mission]
Lance: Rats with wings.


[after Lance has infiltrated the base of arms dealer, Kimura]
Lance: You know how you can tell when you’re the world’s greatest spy?
Kimura: Sterling. Lance Sterling.
Lance: Everyone knows the name.


[as he knocks out Kimura with his hand]
Lance: Just three ounces of pressure to the vagus nerve, and then look at your boy. Sleepy night-night.


[after taking out Killian’s Yakuza team using Walter’s Kitty Glitter bomb gadget]
Lance: Hey, don’t take the loss so hard. I mean, you did great. And you got to meet Lance Sterling.


[after Lance retrieves the M9 Assassin from Killian and returns to his agency, where everyone applauds him]
Lance: [modestly] Thank you. Thank you. Yeah, you know what? Go ahead back to work. Go ahead back to work. It’s too much.
[the applause stops]
Lance: It’s probably the right amount.
[everyone laughs]
Lance: But still go back to work. Still go back to work.


[as Lance is complaining to Walter, who also works at the agency, about his Kitty Glitter gadget]
Lance: See, out there, I got to fight fire with fire. Because if I try to fight fire with glitter, I could get my face burned off.
Walter: But you didn’t. Because the kitty glitter worked.
Lance: Kitty litter?
Walter: Glitter. Kitty glitter. It’s scientifically proven that watching kittens causes the enterochromaffin cells to release serotonin.
[pause as Lance just stares at him]
Lance: Glitter makes people happy.


Lance: Can’t save the world with a hug, Wilson.
Walter: It’s Walter. And what if you could? The inflatable hug.
[he presses the button on his gadget and it inflates into a balloon]
Walter: Kind of a personal protection device I’ve been developing.
[the balloon starts to deflate as Lance stares unimpressed at Walter]
Lance: This is a vile waste of taxpayer dollars.


[Walter rushes into the elevator after Lance just as the door closes]
Walter: Phew. Look, I’ve been working on this thing at home, right, that is going to change spying forever. Imagine if I could make you, wait for it. Drumroll, please.
Walter: Disappear.
Lance: Disappear?
Walter: Yeah.
Walter: Disappear.
Lance: Why are you saying it like that?
Walter: [dramatically] For effect.


[to Lance; referring to his new pen gadget]
Walter: I’m totally excited about it. It’s called Biodynamic Concealment. Boom. Mic drop.


Walter: Look, you’re the world’s greatest spy. Nobody ever listens to my ideas, or gives me a chance. But if you did, together, we could really make a difference.
Lance: Make a difference? Boy, I am the difference. All I need from you is when I want a grenade, make me a grenade. Can you do that?
Walter: There’s a better way.
Lance: Wrong answer, Willy. You’re fired.
[Lance steps out of the elevator]
Walter: What? Wait. No, no, no. Uh, please don’t fire me!
[he sees all the other agency employees staring at him]
Agency Employee: Weirdo.


[after they see the footage of what appears to be Lance making off with the M9 Assassin]
Lance: Look, there was a guy with a robot hand. He stole the Assassin, and he scanned my face to frame me.
Marcy: That sounds plausible, and not like something you just made up.
Ears: Sounds a little Scooby-Doo, bro.
Lance: It isn’t me!


[after Lance gets away from Marcy and her team, he goes to Walter for help]
Lance: Okay, listen. That next generation concealment tech you were talking about earlier, you wouldn’t happen to have it on hand, would you?
Walter: Actually, I do happen to have it in-hand.
[he holds up the glass of liquid he’s holding and winks]
Lance: Show it to me.
Walter: Sure. Um, well, can I offer you a drink? I got water, Soylent drinkable meal replacement…
[Lance takes the glass of liquid from Walter’s hand and drinks all of it]
Lance: Mm. Good. We had a drink. So, what are we talking about here? Light-bending camo suit? Adaptive response silicon…
[referring to what he just drank]
Lance: Diet stuff has a weird aftertaste. What’s the tech?
Walter: [nervously] Um, well, you just drank it.
Lance: Drank what?
Walter: The tech. Now it’s gone. Yep.


Walter: You just drank an ingestible formula that uses a CRISPR-Cas9 genetic editor to resequence your DNA on a molecular level. Science rocks.
Lance: Wow! Okay, here’s what I need you to do. Pretend like you’re a normal person talking to a much cooler normal person.
Walter: In precisely forty-five seconds, you will transform into a pigeon.
[pause as Lance stares at Walter]
Lance: I’m out.


[as Lance starts to transform]
Walter: You might be experiencing some mild discomfort. Or severe. I’ll make a note of that.
Lance: This is because I fired you, right?


[as Lance is transforming into a pigeon]
Lance: Wait, look at my hand! What’s happening to my hand?
Walter: Baby hand.


[as Lance is transforming into a pigeon]
Lance: You poisoned me!
Walter: Poisoned? That’s not even my department.


[after Lance has been transformed into a pigeon]
Walter: It worked. Subject’s vitals are stable. Inserting rectal thermometer.
[we see Lance in his new pigeon form]
Walter: It’s okay, buddy. Hey, it’s okay. Don’t you worry. Your good friend Walter is here.
[Lance screams in horror]
Walter: Subject appears disoriented.
Lance: Of course I’m disoriented.
Walter: You can talk? Lovey, he can talk! It worked.


Lance: My eyes! What did you do to my eyes?
Walter: Hey, Lance, look at me.
Lance: Look at you? I can’t not look at you, Walter. I can see my butt and your face at the same time!
Walter: That is so cool! Fact, pigeons have three hundred and sixty degree vision. Now, nobody can sneak up behind you.
[Walter’s pet pigeon, Lovey, coos against Lance]
Lance: Stop, girl. Come on.


Walter: This is so great. Pigeons can be found in every major city around the world, and no one notices them. It’s the most perfect form a spy could take.
[angrily stomps towards Walter]
Lance: You better un-bird me right now! That’s it. I’m not playing with you. Un-bird… I’m raising my voice. I probably shouldn’t be raising my voice at you. I guess you could imagine I’m a little stressed right now. I need you to un-bird me, Walter.
Walter: Mm-hmm. Of course. I’ll start working on an antidote right now.
Lance: Start?
Walter: Well, the formula was purely theoretical until you…
Lance: You’re going to start? You don’t have an antidote?
[Lovely cuddles against Lance, and he pushes her away]
Lance: Stop, girl, seriously.


Lance: Okay, okay. So, you birded me, and you can’t un-bird me.
Walter: Technically, you kind of birded yourself.
Lance: [to himself] I’m going to hurt this boy. I’m going to hurt this boy.


Walter: Why are you running from the Agency?
[as Walter tries to help him up]
Lance: Get off me! I’m running, because there’s a bad guy out there with my face, and now I have to try to stop him from hurting people while being a bird. And thank you for that. Thank you very much for that. You know what? You’re fired again. Double fired!
Walter: Mm, I don’t think that’s a thing.
Lance: Oh, it’s a thing. It’s a thing now!


Walter: Okay, hear me out.
Lance: Is somebody talking? I don’t hear anybody talking. Especially somebody that’s been double fired, working on a triple fire.
Walter: I’ll come with you. I can show you all the advantages of being a pigeon, and how it can make you an even better spy. And then you’ll give me my job back. We both win.
Lance: Alright, let me think about that.
[pauses a moment]
Lance: No.


[referring to Walter’s pet pigeon]
Lance: You brought the lady bird?
Walter: She’s my emotional support animal.
Lance: You’re going to need a life support animal if that bird poop in my…


[as they are chasing Lance, they watch his car spinning and landing on top of a moving truck]
Ears: That was tight.
Eyes: Yep. It’s official. I’m a fan.
Marcy: Did anyone else see a pigeon in that car?


Walter: I can’t help but feel like some of this is my fault.
Lance: Some? Joker, this is all your fault!


Walter: I’m going to need a code name. Bond. Hydrogen Bond.


[after Lance comes out of the bathroom looking soaked]
Walter: Hey, everything go okay in there?
Lance: I just found out that number one, and number two, both come out of the same place. So, no. Things are not okay.
Walter: Yeah. It’s called a cloaca. It sounds weird, and gross, but having a cloaca just means…
Lance: Dude! I know what it means. Saw it in the mirror. I know you’re not in a good place right now, but there are benefits to being a pigeon.


Walter: [to Lance] You know, being a pigeon is actually way cooler than it seems. And if you just embrace your new form, you’ll see all the advantages. Like, fact, did you know that pigeons can see in slow motion? Because, fact, pigeons can fly up to ninety-two point seven miles per hour. And, fact, pigeons are highly intelligent animals who like to play games.


[after Lance and Walter go to Mexico to track Kimura]
Lance: Alright, Kimura, I’m coming for you. Lance Sterling is on the scene.
Walter: And Bond. Hydrogen Bond.
Lance: Dude, you need medicine.


[Lance makes a squawking sound]
Walter: Uh, that’s not a pigeon sound.
Lance: Till you grow a cloaca, I decide what the bird sounds are.


[referring to finding Kimura at the hotel in Mexico]
Walter: Okay, so let’s figure this out. You and me. Let’s go. Let’s brainstorm. How we going to find this nut?
Lance: Uh, you are going to sit down right here on this very nice couch.
Walter: But I’m your wingman.
Lance: Ooh, you know who needs a wingman? That couch. Go sit your narrow behind down and do some science stuff, and I’m going to go find Kimura. Alone.


Lance: Oh, what is that heavenly smell? Mmm.
[he looks down and sees the food thrown on the ground]
Lance: Oh, no. Do not do it, Lance. Oh. Lance! Have some dignity.
[unable to stop himself, he starts eating the food]
Lance: Walter, what is happening?
Walter: It must be some sort of latent avian instincts kicking in.
Lance: Why am I eating food off of the ground? Why does it taste amazing?


[after pigeon Lance manages to enter Kimura’s room and confront him]
Lance: Alright, Kimura, three ounces of pressure to the vagus nerve. Sleepy night-night!
[Lance tries to knock Kimura out on his vagus nerve using his wing, but all it does is land softly across the his neck]
Lance: I miss my hands.
[Kimura throws Lance off his shoulder and is about to crush him using stool]
Lance: Lance Sterling is going to die a pigeon, and be buried in a shoebox.
[just as Kimura is about to crush Lance, Walter uses his pen gadget to knock him out]


[as they are about to interrogate Kimura, Walter uses his pen gadget to squirt some liquid onto his face]
Lance: Did you just give that man a refreshing spritz?
Walter: It’s a truth serum. But, yes, it has a lavender quality to it. Watch. Kimura, what’s your biggest secret?
Kimura: I peed in the pool.
Walter, Lance: That’s a lot of honesty.


[after Walter and Lance escape with the help of Walter’s gum-like substance he used to trap the agents]
Marcy: Beckett is just some nobody in the gadget lab.
Eyes: Well, according to his file, that nobody graduated MIT at fifteen, and invented a way to edit human genomes, in middle school.
Ears: Dude is Jeopardy! smart.
Marcy: Well, so are we.
[as she takes a step forward we hear a squelching noise]
Marcy: I stepped in it. I stepped in the goo.
Eyes: Yeah. Me too.
Ears: These are my new kicks, man.


Lance: You’re still working on that antidote, right?
Walter: Working on it? In a couple minutes, it’s done. But do you know what else is working?
Lance: If you say being a pigeon…
Walter: Being a pigeon!
Lance: I’m really going to throw this boy in the ocean.


[after Walter admits his antidote won’t work yet to turn Lance back to human]
Lance: If I don’t stop this guy, people will die!
Walter: You don’t think that I want to stop him too? Why do you think I’m on this boat? Do you have any idea of how much motion sickness medication I’m on right now? I can hardly feel my legs! But I’m here because I believe, together, we can find a good way to stop the bad.
Lance: I know you do, man. But it’s a fantasy. When the bad guys hit you, you hit them back. You hit them so hard that they don’t get back up. You got to fight fire with fire.
Walter: When we fight fire with fire, we all get burned. There’s no good guys or bad guys. Just people. And people are worth saving. Isn’t that our job?
Lance: Evil doesn’t care that you’re nice. I watch good people be taken every day. But you wouldn’t know nothing about that.
Walter: You’d be surprised.


[as they arrive in Venice to find Killian]
Lance: First time in Venice?
Walter: First time anywhere, really. It’s always been my dream to come here and feed the pigeons.
Lance: You need help.


[as Lance and Lovey watch Marcy and her team catch Walter]
Lance: What? No, we can’t just kill her. That’s dark, Lovey.


[as they’re chasing after the agent database]
Walter: You’re a pigeon, Lance. You’re one of the fastest birds in the world.
Lance: No, put me down, Walter!
Walter: You need to fly! I believe in you.
Lance: There’s another way!
[Walter throws him off the roof]
Lance: Boy, don’t you throw me off this roof!
Walter: He’ll figure it out.


[after Walter throws breadcrumbs onto Killian as he’s about to kill Walter]
Killian: Breadcrumbs?
Walter: They’re gluten-free.
[this attract a massive flock of pigeons to Killian allowing Walter and Lance to get away]


[referring to Killian]
Lance: He still got away with the database.
Walter: Or did he?
[more dramatically]
Walter: Or did he? Or did he?
Lance: I feel like you want me to say, “What are you talking about?”
Walter: Oh, I’ll tell you what I’m talking about. During the whole bird-nado thing, I put a tracker on him!


[as they are in the submarine, after Walter hugs Lance, he accidentally pops out an egg]
Lance: Walter, what happens in the submarine stays in the submarine.
Walter: You just laid an egg. You laid an egg!
Lance: It just kind of slipped out, man.
Walter: You just laid an egg! Lance, this is amazing. Do you not realize what this means? You’re a girl!
Lance: Oh! Excuse me?


[as Marcy and her team are still chasing after Lance and Walter]
Eyes: Sterling wasn’t on this boat.
Marcy: Son of a… Come on! There’s got to be something. A footprint, a candy wrapper, some overpriced face lotion. Because there is no way that his skin looks that good without help.
Ears: Look, everything is coming up blank.
Eyes: If Sterling was on this boat, he didn’t leave a fingerprint, his lips never touched a glass, and somehow he didn’t have feet.
Joyless: I think it’s safe to say that your investigation isn’t getting anywhere.


[after Walter turns Lance back into a human; referring going after Killian]
Lance: Look, lives are on the line. I got this now.
Walter: You’ve got this? But we’re a team. You said so yourself.
Lance: And you did your job. You un-birded me. Now it’s time to do things my way. End this fool.
Walter: That’s wrong. You’re so wrong. Look, I’ve got everything that we…
Lance: This is not the place for your weird gadgets.
Walter: Weird?


Lance: Go home.
Walter: No. I’m not giving up. Ow. Lance
[he sees that Lance has shot him with a tranquilizer]
Lance: I can’t lose any more good people.
[Lance sets the submarine to carry the unconscious Walter away]
Lance: I fly solo.


[after Lance is captured by Killian]
Lance: I don’t even know you, man.
Killian: But I know you. Think about it. No? I’ll give you a little bit of help. Kyrgyzstan. Ah, He remembers. I mean, I certainly never forgot that day. You were magnificent. You were a one-man army. A lot of witty catchphrases, and you had all these fancy toys that just went boom! Boom. Boom.
[he reveals his disfigured face]
Lance: You were a bunch of bad dudes about to hurt a lot of innocent people. And it’s my job to keep everyone safe.
Killian: Everyone? I watched every single one of my people die as your agency’s weapons rained down on us. You took everything from me. And you know the rules. You hit me hard, Sterling. I hit back harder.
[he releases his drones to target everyone at the agency using the database]
Killian: All of this, because of you.


[to Lance; after Killian sends drones to explode Walter’s submarine]
Killian: I’m taking everything from you.


[after Walter turns up to rescue Lance from Killian’s lair]
Lance: How did you…
Walter: Oh, you know, one of my weird gadgets.
Lance: The inflatable hug. Thought I lost you, man.
Walter: I’ll always have your back, Lance. That’s what it means to be a team. It’s something I learned a long time ago.
Lance: From your mom?
[Walter looks down]
Lance: You’re a good friend, Walter.
[Walter hugs Lance]


Walter: So, what’s your plan to stop this guy?
Lance: Nope. Not my plan. Time to do it your way.
Walter: My way?
Lance: Oh, yeah. We about to Walter-ize this thing.


[as they are about to go after Killian]
Lance: Let’s get weird.
Walter: Boom.


[after Lance and Walter catch up to Killian]
Lance: Listen, I’m sorry about what happened in Kyrgyzstan. But we are stuck in this
good guy, bad guy vortex. We do not have to do it like this.
Killian: Yeah, bit late for that.
Lance: It’s not. We’re both just people who make mistakes. We can work this out, man.


Lance: Nobody else has to get hurt.
Killian: You should know better than anyone. Someone always gets hurt.
Lance: Not today-day.
[he presses a button to start playing music]
Killian: You brought your own soundtrack?
Lance: We like to make an entrance.


[after Marcy turns up to help Lance and Walter capture Killian]
Marcy: Would you look at that? There’s a man with a robot hand wearing your face, who took the M9 Assassin. Guess I owe you an apology.
Lance: Okay. Go ahead.
Marcy: No, that was it. That was the apology.
Lance: Oh. I accept.
Marcy: But you got to admit, it was a little Scooby-Doo.
Lance: Oh, a hundred percent Scooby-Doo.


[as Lance and Walter are trying to stop Killian’s drones]
Killian: Are those pigeons wearing tiny backpacks?
[Walter’s new gadget releases colored powder bombs]
Lance: Now, that’s hot. That’s hot.
Walter: I call it Fifty Shades of Yay!


[as he’s trying to stop Killian, Lance’s face gets hit with a panel of wood]
Lance: Walter, my face can’t take much more of this.
Walter: You keep doing your thing and I’ll do mine.
Lance: Yeah, well, your thing seems to be a lot easier than my thing.
Walter: We have different skillsets. That’s what makes us such a great team.
Lance: Dude.


[as they got a hold of Killian]
Marcy: Why do I smell lavender?
Lance: We just got spritzed.
Walter: Uh-oh. Truth serum.
Marcy: I have five cats, each named after a member of New Kids on the Block.
Lance: Oh, I love New Kids.
Marcy: Jon, Joey, Jordan, Donnie, and Danny.
Killian: I really want to hurt you right now.


[after Walter hacks into Killian’s arm to deactivate the drones]
Killian: If you shut them down now, you’ll kill us both. And you’re no killer.b
Walter: No. I’m a hugger.
[Walter uses his Inflatable Hug to trap Killian, then he remembers what Wendy told him as he deactivates all the drones]
Wendy: One day, your gadgets are going to keep the world safe.


[after Lance turns himself into a pigeon and helps save Walter falling down from the sky]
Walter: What does internal bleeding feel like?
Lance: This. It feels like this.
Walter: Oh, come here.
Lance: No, no, no. No hugs. You going to make me lay an egg, or something, in front of Marcy.
[Walter laughs]


[after Marcy finds Lance in his pigeon form with Walter]
Marcy: Woh, you’re a bird. That is messed up.
Lance: It’s weird, right?
Walter: This is amazing. We did it. We took down the drones, beat the bad guy, saved countless lives. We are so going to get our jobs back!


[we see Lance and Walter look shocked sitting outside the agency building]
Walter: So, triple fired.
Lance: Yeah, man, that’s got to be some kind of record.
Walter: I really didn’t see that coming.
Lance: Well, we did break a bunch of laws, and defied orders. And, I mean, committed a little bit of treason.
Walter: Oh, right. Yeah, the treason. I forgot about the treason.
Lance: Hey. It doesn’t matter, man. Look around. Your mother would be so proud of you right now. You kept all those people safe. And you did it your way.


[after they are abducted and thrown into a van]
Walter: We are going to be okay, Lance!
[referring to Lance’s baby hand that hasn’t fully grown back]
Walter: Use your baby hand to pick the lock!


[after they get abducted by Marcy and Joyless]
Joyless: We realize we were wrong about you. You’re the future of this agency, and we want you to lead a new team. A highly covert global…
Lance: Let me stop you right there. I’m not leading nothing, unless my man Walter’s on the team.
Marcy: Um, I think she’s talking to Walter.
Lance: Oh. Yeah, yeah, yeah. We sometimes, he talks for me, I’ll talk for him, because we a team.
[referring to his baby hand]
Marcy: Just put that down.


[last lines]
Joyless: [to Walter] We need people like you. People who can help the Agency do things a new way. What do you say?
[Walter looks at Lance]
Lance: Looks like we going to need some glitter.
Walter: Team Weird?
Lance: Team Weird.
[Walter fist pumps Lance’s baby hand; we then see Lance and Walter working on a mission, along with the pigeons]


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