by ED SYMKUS & r & & r & & lt;span class= "dropcap " & T & lt;/span & he ingredients are all there: a shoe phone, a red convertible (Sunbeam Tiger Mark I!), a bumbling but enthusiastic spy, his beautiful partner, the Cone of Silence, a rivalry between KAOS and CONTROL; and those oft-repeated lines of dialogue: "Sorry about that, Chief"; "Would you believe... ?"; and, "Missed it by that much..." -- that last one recited while holding the tips of your thumb and forefinger an eighth of an inch apart.

But there's more, and that's too bad. Because this is a case of more not exactly being better.

In bringing the '60s TV show to the screen, its makers changed it from a comedy with action to an action film with comedy. Oh, the slapstick is there, and there's plenty of it, but in an attempt to chooch it up into a "big summer film," they've added breathtaking chases and big explosions and stuntwork that could easily keep company with any Bond film.

There's no question that Steve Carell was an inspired choice to fill the shoes of Don Adams, who played Maxwell Smart (aka Agent 86) for five seasons of the show, and later in a forgettable 1980 film called The Nude Bomb, a 1989 TV film called Get Smart, Again, and still later in a brief 1995 revival of the show.

Carell bears a resemblance to Adams, but wisely displays no interest in mimicry. The lines may be the same, but the inflection is not. Carell turns in a strong performance, but Adams still owns the character.

This is an origin story, along the same lines as the most recent Bond film, Casino Royale, in which the hero had not yet achieved Double-O status. In Get Smart, Max is first seen as a CONTROL analyst -- a bright guy who's so good at crunching numbers and figuring out situations that the Chief (a brilliantly dry Alan Arkin) can't promote him to field agent because there's no one to replace him.

Some audience members will be disappointed because the film opens, not with the familiar theme song and long walk down corridors with slamming doors, but with ABBA's "Take a Chance on Me." A note to those viewers: Relax, the real thing follows shortly.

And indeed, at a preview screening, when the film finally broke into the song, and Carell went marching down the corridors, there was electricity in the theater, at least for a while.

The story is contemporary. There are explanations about CONTROL being dismantled at the end of the Cold War, though it's soon shown that it's all a lie, and that CONTROL and KAOS are still going at it, with the KAOS baddies - headed up here by Max's old nemesis Siegfried (a malevolent and eye-rolling Terence Stamp) -- still trying for world domination.

New characters join the old ones, most notably suave, sophisticated and super-cool Agent 23 (Dwayne Johnson, who plays the part along the same lines as his wrestling character, "The Rock"), but the situations don't roam very far from the TV show.

It's the usual thing from KAOS: Nuclear material is being stolen, CONTROL headquarters are destroyed, a bomb is planted somewhere in L.A. Lest this start sounding like an episode of 24, just remember that before long, Max will be made an agent, and it's probably not a very good idea to give a klutz a pocket knife with a built-in flame thrower. And nobody should fool around with exploding dental floss.

It turns out that Max is a longtime fan of Agent 99 (Anne Hathaway, showing off her athletic grace and comic timing), but she's dismayed upon finding out that he's going to be her partner -- she is, after all, a veteran, and he is a novice. Yet off they go, bickering all the way, to Russia, attempting to put a stop to all the no-good-nik activities of their bad-guy counterparts.

The laughs are constant, but the addition of a spectacular skydiving sequence, a terrifically staged fight inside and atop moving vehicles, and a high body count for a comedy does tend to make one temporarily forget the source material. Yet when more funny stuff appears, in the form of a big dance sequence or a rat in someone's pants, it comes across as too silly. Running at just under two hours -- about 15 minutes too long -- the film has trouble balancing its ingredients.

But does it serve as a worthy nod to the TV show? Missed it by that much.


Rated PG-13

Directed by Peter Segal

Starring Steve Carell, Anne Hathaway, Dwayne Johnson

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