When the headquarters of secret U.S. spy agency CONTROL is attacked and the identities of its agents are compromised, the Chief (Alan Arkin) has no choice but to promote his ever-eager analyst Maxwell Smart (Steve Carell), who has always dreamt of working in the field alongside his idol, stalwart superstar Agent 23 (Dwayne Johnson). Smart is partnered instead with the only other agent whose identity has not been compromised: the lovely-but-lethal veteran, Agent 99 (Anne Hathaway)...

Get Smart was a fun sixties TV series co-created by comedian Mel Brooks that featured the wonderful talents of Don Adams as Maxwell Smart, Barbara Feldon as Agent 99, and Edward Platt as The Chief. And now, in an age where TV series' are getting makeovers, relaunches, and theatrical retellings fairly regularly, it should be no surprise to see this beloved television series get a revisitation.

If you're going to remake something like a lovable TV series with an unbeatable leading man like Adams as the bumbling secret agent Maxwell Smart, you have to secure an actor who can come as close to the original as possible. Casting someone like Steve Carell as the lead is an inspired casting choice, and Anne Hathaway isn't a bad selection either, but when it comes to filling all of the other show's roles, it seems as though the filmmakers had a tougher time finding the right talent. While Dwayne Johnson works perfectly as a modern super agent who Max aspires to be -- playing a character invented for the film -- Alan Arkin is surprisingly bland as The Chief. Terence Stamp is a decent pick for the head of KAOS, Siegfried, but he isn't given much to do in the film aside from insulting those around him in short intermittent clips when the story seemed to suddenly remember there's a villain in the mix somewhere. To round out the cast of noteworthy actors, SNL alumni Kevin Nealon and Bill Murray make cameo appearances along with James Caan's unneeded stint as a complete mockery of George W. Bush (Sadly, the things they chose to mock were wholly unfunny and only hurt the film), and Carell's Anchorman and The Office cohort David Koechner as Larabee. But it's appearances like Koechner's or Caan's gag on Bush that make this film feel not only too contemporary, but too fabricated in its approach. As if they thought the summation of certain parts would automatically equal a winning combination. Missed is what could have been a witty nod to the past and, instead, Get Smart partially makes the kinds of mistakes that the TV-to-big-screen missteps like Starsky & Hutch or Wild Wild West or Dukes Of Hazzard (and still others) have taken. At times Get Smart does just what its title commands, but it's few and far in between.

This isn't all to say the new Get Smart is awful. Hardly so. What we do have is a reimagining of the concept and characters, while the story also goes to great lengths to pay homage to the original show. We see Don Adams' old suit, shoe phone, and even his little red car which all later play an important role in the film. A few of Adams' signature lines also make it into the script, while the original TV show's Siegfried, played by Bernie Kopell, makes a cameo appearance as well. Steve Carell doesn't try to be Adams, which is probably good, but it gives him a chance to provide a new take on Agent 86. While he retains some of what we grew to love about Maxwell Smart, he also makes him a little more intelligent and even physically capable, while occasionally still managing to drop the ball in a humorous manner. Carell's shtick and delivery is ultimately what carries the film - especially when a few moments turn a bit dull or the gags fall flat. However, Carell tends to not stray all too far from The Office's Michael Scott (some dialog about stereotyping may have fans of the show feeling like it's a conversation Michael would have with his employees). Also, Anne Hathaway is strong as the female lead opposite Carell. She's certainly shaken free any ties to her teen-actor past and graduates here to leading lady status. Carell and Hathaway have pretty good chemistry and end up making a good team as agents 86 and 99 - even when they're struggling to rise above some weak material.

Where the film suffers most is in its formulaic and predictable pacing and storytelling. Peter Segal's direction feels a little undecided at times - especially when it'll jump from a dark, gritty scene where we first are (ever so vaguely) introduced to the villain, Siegfried, to scenes like an overlong and somewhat underwhelming dance sequence where Max tries to make 99 jealous by dancing with a really large woman while 99 dances with a wealthy and charming bad guy. On top of that, there are characters introduced then dismissed surprisingly quick, which makes it hard to follow what's going on sometimes, while a sort of predictable plot twist isn't given quite enough explanation to back up its rather contrived staging. Still then, we have some forced emotional moments (with help from Trevor Rabin's occasionally sappy score for these particular scenes) that don't seem to fit into the scheme of things.

And finally, we have the content of Get Smart. The movie sort of teeters between more subtle implications of crude (or as the MPAA dubs it, "rude") humor and your even less family friendly potty or bedroom humor. Never does the film go as far as the latest offerings from the likes of Will Ferrell or Adam Sandler, but with the addition of a handful of profanity, it's the kind of late night TV adult humor that the original Get Smart wonderfully did not contain. I find it rather sad when the film adaptation of a TV sitcom gets a more profane update. I just can't imagine Edward Platt's Chief blurting out a pair of "s" words on that show, and it's disappointing. While live action PG comedies are often met with ridicule for being too "tame," there's no reason a team of good writers (like those who pen some of the computer-animated family comedies these days?) couldn't make a family friendly yet cleverly-written version of Get Smart in 2008. But in this version, you can expect an assortment of mostly mild profanities (including some written in subtitles), a prolonged pee joke (that I have to admit wasn't explicit but was one of the heartier laughs), and a brief view of a man's bare butt through torn pants.

Overall, the first shot at bringing a new version of Get Smart to the big screen isn't all that it's cracked up to be, but it certainly could have been a lot worse. With several jokes and gags that will likely illicit more than a few laugh-out-loud moments, Get Smart is still an amusing comedy without too much of the junk you might expect from today's comedies, but it doesn't quite do the original show the justice it deserves. Perhaps if they take a second stab at it, they won't miss the mark by all that much.