But Max longs for the action enjoyed by the likes of Agent 23 (a godlike Dwayne Johnson), with glamorous deployments around the world. When he finally gets his dream assignment--as the newly minted Agent 86--he's paired up with the slick and experienced Agent 99 (Anne Hathaway), who provides great lines, not to mention some interesting chemistry, while she continually saves Max from harm's way. The cast is terrific, with memorable appearances by Alan Arkin as the Chief, Terrence Stamp as the head of the uber-evil KAOS, and Bill Murray as a (literally) put-out-to-pasture agent whose spy post is inside a tree ("really great, old-school stuff" he calls his assignment). And there's plenty of action, explosions, and creative shootouts with the bad guys (highlight: a freefall from a plane, with two people and just two parachutes). But it's Carell and his combination of insecure yearning and deadpan delivery that make Get Smart as, well, smart as it is. When Max learns he's finally been promoted to agent, he slips into the Cone of Silence--which unfortunately is malfunctioning. "I'm so happy! I'm so happy!" he yells, as his colleagues sit nearby hearing the whole thing. Discovering that, he purses his lips and says, "Well, that's a sucker-punch to the gonads." Sorry about that. --A.T. Hurley