Tracy Bennett, Warner Bros. Pictures.
Steve Carell stars as Maxwell Smart and Anne Hathaway as Agent 99 in "Get Smart." <BR>

GET SMART — ** — Steve Carell, Anne Hathaway, Alan Arkin; rated PG-13 (violence, vulgarity, profanity, drugs, slurs, brief partial nudity)

To really do its source material justice, "Get Smart" needed to get a whole lot smarter.

While this mostly comic espionage thriller features a couple of chuckle-worthy elements, it also subscribes to the supposed successful summer-movie formula: It's heavy on big, loud, dumb action.

And that's something that the much-beloved, '60s-era television series that inspired this movie would have never done. It was much more sly and clever than that.

Still, this big-screen version is not completely horrible, even if much of that is due to the good-will efforts of star Steve Carell. He steps into the late Don Adams' shoes and assumes the lead role, that of somewhat bungling secret agent Maxwell Smart.

Max has been working for years as an informations analyst for the somewhat underground spy organization CONTROL. But what he really wants to do is get his hands dirty in field work like his friend, Agent 23 (Dwayne "The Rock" Johnson).

And he finally gets his chance when the KAOS organization — led by the evil Siegfried (Terence Stamp) — attacks CONTROL headquarters and discovers the identities of most of the agents.

So CONTROL's Chief (Alan Arkin) sends Max out to stop Siegfried and his minions. His partner is the more-experienced Agent 99 (Anne Hathaway), who apparently had some recent cosmetic surgery and remains unknown to the KAOS forces.

Peter Segal's direction is workmanlike at best, especially on the more comic scenes. And the script (credited to two veteran sitcom writers) clearly needs more work.

Also, there are very sudden changes in tone, as things go from goofy comedy to serious thriller in a heartbeat.

To his credit, Carell does what he can with this material. His delivery is much funnier than the lines he's given.

And a couple of other things — such as brief but very funny Bill Murray bit and a Bernie Kopell cameo — show what the film could have been if it had gone the strictly comic route.

"Get Smart" is rated PG-13 for some strong violent content (gunplay, brawling, vehicular and explosive mayhem, and some violence against women), some suggestive language and humor (sexual and scatological), scattered strong profanity, drug content (darts and knockout gas), derogatory slurs, glimpses of nude statues and brief partial male nudity. Running time: 111 minutes.

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