Steve Carell steps into the role of Maxwell Smart who, when we meet him, works for the spy organization CONTROL as one of those people who listen to and analyze terrorist "chatter." He has passed his secret agent exam and wants to be put on field assignment, but the chief (Alan Arkin) doesn't want to promote him because he's too good at what he already does. That changes when enemy organization KAOS launches a surprise attack on CONTROL and its agents, leaving only a few left. Smart is immediately granted agent status and partnered with the beautiful Agent 99 (Anne Hathaway). Dwayne "The Rock" Johnson plays Agent 23, the seemingly perfect spy that Smart would ultimately like to be.

Long believed to be defunct, KAOS is alive, well, and being run by the evil Siegfried (Terrence Stamp), who plans to procure a massive load of plutonium, put weapons in the hands of America's enemies, and take over the world. Smart and 99 go from Washington, DC to Moscow to Los Angeles in an attempt to figure out how exactly he will execute the plan. Of course, there are many obstacles along the way, including the need to crash the party of a Russian bigwig who may have a hand in helping KAOS get hold of the plutonium.

It is a credit to Get Smart that it never feels like it's based on an old television program. While there are some nods to the show - including some catchphrases and a high-tech version of the famous hallway of doors - it manages to stand on its own. In interviews, Carell has repeatedly called the movie "a comedic version of The Bourne Identity, and that's a fair assessment. If that Matt Damon picture had been a comedy, it would be something like this. In other words, the filmmakers take their heroes' globe-hopping espionage seriously - or, at least, seriously enough. Unlike far too many TV show-based movies, this one never adopts a hipster tone or treats its subject with condescension.

Mixing action and comedy can be difficult, but director Peter Segal (50 First Dates) gets it just right. The movie's set pieces find ways to incorporate the jokes alongside the action. For instance, when the agents break into a man's office to raid his computer, Smart accidentally ruins a set of bead curtains. A bunch of gun-toting henchmen arrive, guns blazing, and one of them slips on the loose beads, falling to the floor and knocking himself out. "I set that up," Smart deadpans. Another really good mixture can be found in the scene that parodies all those movie moments where someone has to walk through a laser booby-trapped room. In this case, the lasers do more than set off an alarm; they burn whatever they touch. Which, of course, Smart finds out the hard way. In these sequences and others, Get Smart manages to walk a very thin line. There are stunts and shootouts and chases and fistfights, yet they never overshadow the comedy. Instead, they provide opportunities for comedy.

Steve Carell is just the absolute perfect choice for this role. There's no one better suited. Sometimes casting a new actor in a familiar role is inspired but not necessarily perfect (e.g. Steve Martin in The Pink Panther). In this case, though, it's spot-on. Carell doesn't just mimic Don Adams. He finds his own style for Maxwell Smart that pays tribute to what Adams did without ever being a complete rip-off. Of course, Carell has experience at this, having marvelously adapted for American audiences a character originally played by the brilliant Ricky Gervais in "The Office." The comedian's gift for finding the funny in characters who take themselves way too seriously is nicely utilized here. Because he does the role so well, Smart never feels like a complete dunce. He's simply a guy whose competence is occasionally eclipsed by his awkwardness.

The rest of the cast is just as good. Anne Hathaway has the beauty to be Agent 99, yet also possesses sufficient intelligence and physicality to be more than just eye candy. In that sense, she is a worthy successor to Barbara Feldon. Dwayne Johnson is, lets face it, something of a perfect masculine specimen, so we understand why Smart would feel inferior in his presence. He also again proves to have an impressive flair for comedy. There are additionally a lot of supporting performances from actors who bring a little something extra to the movie: Heroes' Masi Oka as a gadget inventor for CONTROL, Borat sidekick Ken Davitian as Siegfried's oafish right-hand man, and a certain comedy legend who pops up for a brief cameo in tree camouflage. (I'm not saying who it is. You'll just have to find out for yourself.)

Get Smart has a lot going for it, but what matters most is that, in the end, this is an incredibly funny movie from start to finish. There are so many big laughs here: a scene where Smart and his morbidly obese partner try to one-up Agent 99 in a dance-off, Smart's attempts to free himself from handcuffs in an airplane bathroom, some of the gizmos and gadgets the agents use in fighting KAOS, and so on. There's also a nice mixture of humor. Some of it is silly and lowbrow, and some of it is more satirical and pointed. Almost all of it made me laugh.

At the beginning of every summer, I make a mental list of the five movies I'm most eager to see during the season. The Dark Knight and The Clone Wars are still to come, but I've already seen Iron Man and Indiana Jones, and they didn't disappoint. Neither did Get Smart. It gave me one of the most fun times I've had at the movies all year.

( 1/2 out of four)

DVD Features:

Get Smart will be available on a single disc in widescreen and fullscreen formats as well as in 2-disc DVD and Blu-Ray special editions starting November 4.

All versions of the film have the theatrical cut of the movie, plus a special "Smart Takes" version. If you choose to watch it this way, an icon appears on-screen at various points. Hit the "ENTER" button on your remote control and you will be treated to alternate takes of the scene you are watching. Approximately 20 minutes of footage is included, and it shows how much experimentation goes into finding just the right joke for each scene. With a master improviser like Steve Carell, there were a lot of hilarious options for director Peter Segal to choose from.

The bonus material in the 2-disc set includes a digital copy of the movie that you can download to your computer or other portable device. The other goodies are:

"The Right Agent for the Right Job" - A 10 minute behind-the-scenes featurette with the cast and crew. While everyone agrees that Steve Carell was the obvious choice to play Maxwell Smart, the filmmakers spend time talking about what a pleasant surprise Anne Hathaway was for Agent 99. Originally considered too young by the director, Hathaway lobbied for an audition and ended up having great chemistry with her co-star. Videotaped footage of her audition with Carell is featured.

"Max in Moscow" - This segment is a bit of a head-scratcher, and apparently that's on purpose. For six minutes, we watch what appears to be a look at the filming of scenes in Moscow's Red Square. But on the DVD box, a subtitle for this segment reads, "On location or on a soundstage? Watch and decide." Carell and Hathaway host the feature, announcing that they are, in fact, in Moscow and emphatically declaring that they are not at Epcot. What we see looks convincing enough. Did they really film there, or are they just joking around? According to the IMDB, yes - the production really went to Moscow to film several key scenes.

"Language Lessons" - This is Carell being Carell. The actor addresses the camera and tells us about the different languages he had to learn for the film. Listen closely, though, and you will realize that his newfound knowledge is humorously suspect.

"Spy Confidential: Gag Reel" - DVD gag reels are seldom all that funny, but this one is. Carell (once again proving the master comedian) cracks up, makes his costars crack up, and improvises offbeat codas for scenes. With him center stage, this is one gag reel that truly delivers.

"Get Smart's Bruce and Lloyd Out of Control: Sneak Peek" - This is basically a promo for the companion spin-off movie that was released direct-to-DVD over the summer. I reviewed it back in July, and my review can be found on the main menu of this website.

The Blu-Ray version is slated to have even more bonus material, including 48 total minutes of "Smart Takes," and a bonus gag reel focusing on a sequence in which Maxwell Smart vomits inside a jet plane. A DVD game will also come with the Blu-Ray.

I laughed myself silly when I saw Get Smart during its theatrical release. Watching it a second time on DVD, I found that the comedy holds up really well. With a bunch of cool bonus features to sweeten the deal, Get Smart is well worth adding to your DVD collection.

Get Smart is rated PG-13 for some rude humor, action violence and language. The running time is 1 hour and 50 minutes.

To learn more about this film, check out AskMen.com: Get Smart