Would you believe the summer movie comedy season just got a lot Smarter? Steve Carell proves he's the king of laughs. He's hilarious. Story Based on the iconic 1960s television series, created by Mel Brooks and Buck Henry, the new 2008 big-screen incarnation of the show smartly goes its own way, faithful in spirit, but charting a new course for Maxwell Smart and company. With Steve Carell in the lead, this Max is a likeable, reliable paper-pushing analyst for spy agency CONTROL, who dreams of one day of becoming a top agent out in the field himself. When CONTROL headquarters is attacked and nearly all the other agents identities are compromised, he gets his chance.

The Chief (Alan Arkin) has no choice but to bench his number one, Agent 23 (Dwayne Johnson), in favor of Max, now Agent 86. Max teams up with Agent 99 (Anne Hathaway)--a far more competent and experienced agent--in order to thwart the terrorist plans of KAOS, lead by Siegfried (Terence Stamp) and his right-hand man Shtarker (Ken Davitian). This Get Smart is a full-out action-comedy with the emphasis on action. The actors make all the derring-do and wild on-screen antics totally believable. Acting There is no question that Don Adams and Maxwell Smart are interchangeable.

It's almost impossible to imagine another actor in the role, which is why Steve Carell has made all the right choices, choosing to take his Max in a different direction. This is no imitation at all, but a fully fleshed out bumbling guy with dreams of his own. Carell is very funny trying to deal with gadgets out of his, er, control--using code language, getting his signals mixed up and trying to be a decent partner for the much smarter 99. Hathaway gets to act tough for the first time in her career and makes this 99 a bright woman who is obviously light years ahead of all her male colleagues. Both stars skillfully handle the considerable physical humor required here.

After scoring in his surprise family hit The Game Plan, Dwayne Johnson continues to show his comic timing as the superstar agent who is grounded against his will. Stamp and Borat's sidekick Davitian are amusing caricatures but stuck with rather one-dimensional, over-the-top villain roles. Arkin is perfectly cast as the beleaguered Chief, while James Caan as the U.S. President has little to do but does it well.

Bill Murray's cameo in a tree trunk just lays there. Direction Director Peter Segal's experience working with comedians like Adam Sandler and Eddie Murphy clearly pays off here, as he guides Steve Carell to one of his best screen performances against daunting odds. People always have built-in expectations for pre-sold properties like a Get Smart, but Segal wisely uses the source material to make it work for two kinds of audiences: those who loved the TV series and those who have never heard of it. Key to the success of this adaptation is taking the characters and placing them in big action set pieces. What was an amusing weekly sitcom is now suddenly competing favorably with summer blockbusters, delivering stunt-filled sequence after stunt-filled sequence.

In fact, there is almost too much action, but fortunately Carell and company know how to bring it down to earth at just the right moments. The screenplay by Tom J. Astle and Matt Ember catches the flavor of the old TV series, retaining much of what we loved--including Smart's famous catch-phrases ("Missed it by THAT much!)--but craftily updating it for today's more sophisticated movie-goers. They got the blessing of the show's famous creators Mel Brooks and Buck Henry, who served as consultants. That can only be a good thing.

Bottom Line Hollywood.com rated this film 3 stars.-Pete Hammond.