Cast:
Steve Carell as Maxwell Smart
Anne Hathaway as Agent 99
Dwayne Johnson as Agent 23
Alan Arkin as The Chief
Terence Stamp as Siegfried
Terry Crews as Agent 91
David Koechner as Larabee
Masi Oka as Bruce
Nate Torrence as Lloyd
Ken Davitian as Shtarker
David S. Lee as Ladislas Krstic
Bill Murray as Agent 13
James Caan as The President
Patrick Warburton as Hymie

Review:
Most adaptations of old television shows are frankly chores to get through. Their jokes are obvious, their characters are flat, and they spend a lot of their time with nostalgic winks and nods at their source material, hoping that's enough to bring the audience along for the ride. It's with some surprise then that, despite suffering from all those problems to one degree or another, "Get Smart" is genuinely entertaining.

To be fair, some adaptations play straight and still don't work, but at least they try. "Get Smart" falls somewhere in between the two extremes. Mentions are made about the original CONTROL of the '60s and its Cold War era battles against CHAOS, there's even a museum devoted to the subject complete with all of Don Adams' original hardware. But underneath that museum lies the modern day CONTROL, still locked in battle with CHAOS, recast as part of the War on Terror. And that war has no more ardent would-be warrior than senior analyst Maxwell Smart (Steve Carell).

Buttoned up and by the numbers, Max is a believer in detail, detail, detail, boring the adventuresome field agents to death with his analyzing of his opponents' personal lives in the belief that understanding them as people will give him the knowledge in how to defeat them. It's one of a couple of rare moments of genuine insight in that fast paced summer movies just don't have time for. And "Get Smart" is very fast, from Max's rocket speed delivery on down. No sooner does it start then all of CONTROL's agents have their covers blown and Max finds himself finally getting a shot at his dream job as a field agent.

There's a lot to like about "Get Smart," and most of it has to do with Carell. He's managed the difficult task of playing Max Smart without doing an impersonation of Don Adams. All of the character touches are there, especially Max's rapid fire monotone delivery that seems to take no notice of how silly some of the things he's saying are, bespeaking an almost insane amount of self-esteem. Max is capable to an absurd degree, but they manage to make it work, mainly by combining it with his inexperience so that as often as he bumbles, he gets right back up.

He's helped out by a decent supporting cast, most notably Alan Arkin as the irascible Chief who steals every scene he's in, but everyone else is hit and miss. Masi Oka and Nate Torrence have basically one joke between them as the put upon tech support guys, but they do it well. Dwayne Johnson has some of the best early moments as super suave Agent 23, who finds it hard to adjust to life as an office worker, but he quickly fades in the background along with everyone else as Max takes center stage. And that's for the best, as Max is the only consistently funny character, so it's a good thing he's the main one. As Max's reluctant partner, Anne Hathaway's main job is to look good, look put upon, and look at Max. She gets one good joke, and that's all. She does her job well but big budget summer movies, designed more often than not for a male audience, aren't usually inclined to well developed roles for women, and "Get Smart" is no exception. The less said about Terrence Stamp the better.

Not everything works. Every so often the filmmakers allow their worst impulses to take reign and go over the top or drag a joke on too long. They're trying to get at least one really big laugh, but they're trying too hard, and end up falling flat instead. They also take a lot of potshots at the Bush administration that are so obvious you'd think they came out of a "Saturday Night Live" sketch.

It's also strangely uneven in tone, particularly in regards to violence. Despite the ridiculous situations they get into, Max and 99 are still spies. They shoot to kill and they rarely miss, which creates a film that sometimes wants to be family comedy, and sometimes an action movie, and those two impulses don't always mesh well. It adds a certain level of seriousness to "Get Smart" that the show never had, and might not be able to support.

All that aside, "Get Smart" is a nice afternoon diversion. There are no big laughs to be had, no matter how hard it tries, but there are lots and lots of chuckles, and that's probably good enough.