overlays it on one Maxwell Smart.The film opens with a quick montage then its off to the Spy Museum in DC (again - nice touch) with Steve Carell carrying a stack of papers that is just slightly to large for him. We hear a tour guide mention that C.O.N.T.R.O.L. has been defunct since the end of the Cold War and then a smirk show’s up on Carell’s face as he enters the secret entrance. But Maxwell does not start out the film as an international super-spy. No, he is only a lowly analyst awaiting his Field Agent’s test results. Anne Hathaway’s Agent 99 isn’t even introduced for a half hour! After a leak exposes most of C.O.N.T.R.O.L.’s agents its up to rookie 86 (Smart) & a facially reconstructed 99 to take on K.A.O.S. and their attempt to get their hands on a stock pile of nuclear weapons… and fall in love along the way. Carell plays Smart somewhere between the unconfident Andy of 40YOV and Michael Scott’s bumbling never admit your wrong attitude on The Office. While this feels like a retread for the first ½ of the film, once he starts to become Agent 86 (about the time he first utters the famous line “Missed it by that much”) the film become an effortless piece of summer fun. They even take some time to lampoon Entrapment to hilarious results.
(Listen to the classic theme)
The acting is mostly top notch. Alan Arkin re-teams with his Little Miss Sunshine co-star and he is again great and the back office shenanigans between tech-geeks played by Masi Oka & Nate Torrence and sidelined field agents Terry Crews & David “Whammy” Koechner fill the b-story gaps nicely. The only disappointments in the cast are the bland Dwayne Johnson and the surprisingly uninteresting Terrence Stamp who seemed to be phoning in his role as Siegfried, head of K.A.O.S. There are also a boat load of cameos including James Caan (President), Geoffrey Pierson (Veep - demoted from 24), Kevin Nealon & Larry Miller (CIA), Patrick Warburton and Bill Romanowski (Air Marshall). Bernie Kopell – Siegfried in the original show makes and appearance as does Leonard Stern, writer and exec. producer of 
the series. The only cameo that didn’t work for me was an odd turn by Bill Murray as Agent 13 who spends his entire scene inside a tree and is desperate for attention (was Agent 13 aways like that?).
the series. The only cameo that didn’t work for me was an odd turn by Bill Murray as Agent 13 who spends his entire scene inside a tree and is desperate for attention (was Agent 13 aways like that?). As one who has only ever caught a few episodes snippets of the show from Nick at Nite I’m sure there are a ton of geek out moments that I missed (shoe phone makes an appearance at the end). I also didn’t have much of an attachment to the series or characters and was not expecting very much from this one but in the end Carell’s turn as Maxwell Smart won me over. The film is fun, mostly solid and an excellent addition to his career, which I thought was headed downhill after last year’s output.
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