No gun? no tux? 007 would never!

"This is not your standard action thriller, where you can set your watch by the big action pieces in the film," says Matt Damon, who plays a secret US government assassin who loses his memory.

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To that end, director Doug Liman ("Go") set about turning on end as many conventions as he could. "We wanted to make a film that would appeal to all of our friends who go to independent films," he says.

The most obvious change in the 1980 Robert Ludlum novel is the transformation of the love interest. The civilian who is swept into Bourne's search for his identity is played by German actress Franka Potente as the anti-Bond girl. Instead of slinky dresses and stiletto heels, she's bundled up in warm clothes and boots. And she displays more resourcefulness – and common sense – than is typical of the lovelies escorted by 007. In one scene, she is deployed with elaborate preparations by Bourne to gather crucial hotel phone records. Instead of following his instructions, designed to get covert access to the files, she simply walks up to the clerk, asks for – and gets – the numbers.

"Everyone else in the story is a freak of some sort, but she's a real person," Mr. Liman says.

"My task was to make her a real civilian, not some buff superhero," says Ms. Potente. Nonetheless, the vegetarian actress was put on a high-protein diet, including meat, to build her stamina. "Ninety-nine percent of action films are written by men and have bad images of women. The character has to be human, including weaknesses.... That's what makes [her] strong, having to overcome those weaknesses."

Other changes include making Bourne younger and more vulnerable. Early on, he finds a safe-deposit box full of clues to his identity. When he empties it, he takes a map and a radio, but deliberately leaves a gun – not a decision Arnold Schwarzenegger is likely to make. Liman says he wanted Bourne to make believable choices. "Anything that shows him who he is or might be, scares him," he says.

It goes without saying that once the agency who "lost" Bourne begins to search for him, pursuers are armed to the teeth. He must use his wits and pecs to fight against the gantlet of assailants. Mr. Damon trained for four months in the Filipino martial art of Kali, an unusual technique not often seen in films. "I know just enough to get hurt," he says with a grin.

Beyond updating the characters, the film has an intentionally more gritty and less "touristy" look, Liman says, not like action films that become travelogues of exotic locales.

Producers believe they've made an action-thriller for a more sophisticated audience. "We took these themes that are timeless," says executive producer Frank Marshall, "and we tried to put them in the real world of today."

But there are some things that can't be tinkered with, Mr. Marshall adds with a rueful laugh. They screened a preliminary version with a subdued conclusion, and audiences returned a verdict of: "Great film, needs an action ending."

The entire crew went back on location and filmed a new, explosive finale. "We tried to keep it believable," Damon says. "But it's violent. What can you do? It's what audiences expect. You can't change everything. It's still an action film."