Maxwell Smart (Carell) is the ace analyst at the top-secret American spy agency Control. He really wants to be a field agent, but the Chief (Arkin) needs him where he is. Then arch-rival spy group Kaos, believed to have disbanded after the Cold War, makes a new move for world domination, and Max teams with Agent 99 (Hathaway) on the case, with help from super-cool Agent 23 (Johnson). But can they stop the villainous Siegfried (Stamp) in time?

Director Segal draws on the strengths of his cast to create a character-based romp that's genuinely funny, even as it drifts into over-the-top blockbuster action and heartwarming schmaltz. These three elements don't always sit together very smoothly, and the action scenes suffer the most in this respect, as they feel like corny attempts to mimic Michael Bay mega-thrills, even though they never quite make logical sense.

Tonally the film is more like Carell's American version of The Office: goofy but realistic, as everyone plays it dead straight even when things get completely farcical. Carell is such a pro at this kind of thing that he instantly makes Max an amusingly likeable hero, although he's perhaps a bit too efficient and suave. Hathaway takes to her physical role with energy and spark, clearly lettings us know what 99 sees in Max. And Arkin starts slowly but emerges as the film's scene-stealer.

Along the way there are, of course, many nods to the original show, from the museum exhibit in the Control lobby to a cameo by the original Siegfried (Kopell). But these things are so subtle that new viewers won't be distracted. The way Max and 99 continually try to out-gadget each other is hilarious, while Caan's President Bush impersonation is a cheap shot (and pretty funny). The film doesn't have the sharp hysteria of the series, and it gets a bit over-serious at times. But it's still a thoroughly entertaining film with terrific characters all its own.

themes, innuendo, some violence, language

11.Jun.08