Steve Carell stars as the accident-prone-but-tenacious Maxwell Smart of CONTROL, a super-secret American spy organization. He is the best at his job, but his fondest wish is to become a field agent. But since Smart is so good at analysis, the Chief (Alan Arkin) denies Max's field promotion.
Then CONTROL's headquarters is bombed, and Max meets the legendary Agent 99 (Anne Hathaway). The organization's security has been compromised, and the Chief has no choice but to promote Smart and send the pair out to Russia, the ancestral home of KAOS.
Based on the mid-1960s TV series, this "Get Smart" has large comedic shoe phones to fill. Even with funny physical moments and Mel Brooks-influenced dialogue, it's really the cast that makes "Get Smart" work. Each actor pulls his or her own weight, but the chemistry between the easy-on-the-eyes Hathaway and Carell is the movie's linchpin. Arkin, Dwayne "The Rock" Johnson, Masi Oka and Nate Torrence round out the support system, along with many others.
It helps that the writing walks the tightrope of being self-aware without being self-conscious, and manages to wink occasionally at the audience without being hammy. Artifacts from the original show (the phone-booth elevator, for instance) are sprinkled in at opportune moments, although not so much that someone unfamiliar with the series would feel left out.
And Carell pulls off his own tightrope act by playing a role without once evoking Michael Scott from "The Office." This is no mean feat. Carell proves here that "The 40-Year-Old Virgin " was no fluke.