As flattered as the 36-year-old Irish actor was to be offered the part, he admits "there was a part of me that was honestly afraid of judgment of people" who held the original film so dear to their hearts.

"Films to some of us feel sacrosanct and the idea of remaking something seems like an insult to the original when in fact it's not," he told reporters at a recent press conference to promote the movie.

To cure his unease, the actor sat down with director Len Wiseman, talked about changes to the new movie and decided it was clear the makers wanted a somewhat different tale - one with slightly less brawn and a bit more brain.

"While honoring the same conventions and concepts and narrative plot points as the original story, this seemed to stand on its own," Farrell said.

The first movie in 1990 was directed by Paul Verhoeven and starred Sharon Stone and former bodybuilder Schwarzenegger who was then at the top of his action hero form.

The sci-fi tale was loosely based on a story by writer Philip K. Dick and told of a man who goes on a "virtual vacation" in his mind to Mars only to find he is being hunted, and he must fight his way back to reality. "Total Recall" became a huge hit, raking in $260 million at worldwide box offices.

The new film is also based on Dick's story "We Can Remember It For You Wholesale" and co-stars Jessica Biel, Bryan Cranston and Wiseman's real-life wife, Kate Beckinsale. Farrell plays the same basic character, Douglas Quaid, who takes a vacation by strapping himself in a chair and going on a 'mind trip'.

As with the first film, science goes awry and Quaid soon finds himself hunted by police before teaming with a rebel fighter (Jessica Biel) who explains he's really a super-spy working for an underground resistance.

THREE BREASTS IN; BIG MUSCLES OUT

Key differences include one of his pursuers, a role played by Beckinsale is an amalgamation of two characters in the original, and Wiseman's film takes place entirely on Earth.

Still, some scenes pay homage to the original. Wiseman said he made a list of elements that stayed with him over the 22 years since he'd last seen the film, at age 14.

"The three-breasted woman was very much at the top of my list," Wiseman, 39, told reporters, with a laugh. "I remember the immigration booth where the face splits open."

So, Wiseman decided to take those favorite parts and "twist them and trick them up a little bit" for his new version.

The most significant change was casting Farrell, whose strong physique bears little resemblance to Schwarzenegger's hulking mass. And that's exactly how Wiseman wanted it.

"I had absolutely no intention of replacing Arnold," said Wiseman, who saw the new version as "a chance to do a very different kind of Quaid."

He felt Dick's original tale had an "element to it of a man who wishes he could be more and then turns in to a super spy." In the 1990 film, "you're watching a guy who you already feel is a super spy because you've seen him in such a capacity," Wiseman said, noting Schwarzenegger's past films like "The Terminator."

"I really wanted someone (the audience) could relate to," said Wiseman. "I wanted someone who is more of an everyman."

He also wanted an actor first, preferring to "turn him in to an action star, rather than taking an action star and turning him in to an actor."

(Reporting by Zorianna Kit; Editing by Bob Tourtellotte and Andrew Hay)

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