AT THE supersecret intelligence agency Control, a yearning agent called Maxwell Smart (Steve Carell) is finally kicked upstairs in the film version of the TV show Get Smart. He is a meek office drone compared to the large-and-in-charge Agent 23 (Dwayne Johnson) and the glamorous Agent 99 (Anne Hathaway). After an assault force destroys Control headquarters, Max goes in search of an evil agent called Siegfried (Terence Stamp). Even if he played a schlemiel, TV's Maxwell Smart had some steel in him. Don Adams was a Marine who had served on Guadalcanal and was a DI after the war. While one encyclopedia characterizes him as the William Powell type, Adams had a good deal of James Cagney in him. Anyone trying to be a secret agent, even a wacky one, should look like he could kill. In Get Smart's weakest moment, Carell tries to tell a fuzzy puppy at a pet store that the dog can't depend on him. This scene takes the comic cowardliness of a Woody Allen and drops it to a new level of spinelessness. Director, and I use the term loosely, Peter Segal (Naked Gun 33 1/3) retooled the part of Agent 86 for Carell. This Smart is a hopeless and easily injured nebbish, instead of a suave fumbler. Carell is one those character actors who get mistaken for leading men. And then he's cast in one flop after another until people finally realize that he is terrific in 20-minute doses (as in Little Miss Sunshine) and is a man-sized hole in the screen for a film's full running time. As Agent 99, Hathaway, a genuine movie star, does the more cinematic secret agent work—the karate and the vamping. She makes a glad sight in Barbara Feldon's own belted trench coats, false eyelashes and bell haircuts. You wish they could have turned this into a Modesty Blaise movie.

No hope from the dark side. Stamp gives his most disinterested performance ever. Maybe he's underwhelmed by the villain's headquarters, which are like the dusty end of a BART station. Maybe Stamp was promised and denied a rich German accent, or rejected the same as too vaudevillian. Bernie Kopell, who originated the role, does get a quick cameo. Do you remember the time Kopell's Siegfried tried to induce a new global ice age by constructing a giant fan at the North Pole? Yes, the TV show was the TV show, and the movie is the movie, but the TV show is responsible for at least some of the attention this film will receive—a film in which Max gets called "Maxi-Pad" does the obligatory butt shot and vomits all over himself. Just how much Get Smart is a labor of commerce instead of spy-film love can be supposed by watching one scene: Max and 99 are sneaking into a mansion via a rat-infested sewer. Max complains that James Bond never had to do that kind of thing. So, director Segal and scriptwriters Tom Astle and Matt Ember, I ask you: Did any of you ever see a little movie called From Russia With Love?

GET SMART (PG-13; 110 min.), directed by Peter Segal, written by Tom Astle and Matt Ember, photographed by Dean Semler and starring Steve Carell and Anne Hathaway, opens June 20.

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