Get Smart (PG-13, 2008)

Forget the underlying plot in GET SMART, the modern-day cinematic adaptation of the classic TV series. What passes for one -- something about evil organization KAOS' attempts to bomb Los Angeles, with a preamble about weapons theft in Russia -- is rudimentary at best and confounding at worst. The movie is really the triumph-of-the-underdog story of Maxwell Smart (Steve Carell), a brilliant-but-nerdy analyst at secret government agency CONTROL who finally gets his wish to become a field agent when headquarters is attacked and the identity of all of CONTROL's operatives -- except for Agent 99 (Anne Hathaway) -- is compromised. It's up to Max and 99 to stop the bad guys and save the day ... provided they can learn to work together.

You could quibble about the movie's uneven plot, but why let that get in the way of a good time? Carrell doesn't so much slip into original Get Smart star Don Adams' shoes (which do make a satisfying appearance) as put a cerebral sheen on them, playing Max (aka Agent 86) as delightfully eager to please and not entirely inept. Not really inept at all, in fact.

The rest of the cast also attacks the admittedly lightweight material with zest. Hathaway gives 99 a little sex appeal -- but she has the brawn to match, too -- and as superstar Agent 23, Dwayne "The Rock" Johnson clearly has muscle power, but he's also surprisingly subtle and effective. But it's Alan Arkin, as the chief of CONTROL, who makes a particularly delicious impression, making what's essentially a one-dimensional character into a complicated curmudgeon who still proves he has the goods when the time comes. (Also keep your eyes peeled for plenty of inspired cameos.) With teamwork and some truly impressive gadgetry -- which really is half the point in a movie like this -- the cast manages to elevate the material. In the end, it feels like Get Smart only missed greatness by "this much."