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Film: Get Smart
At least they didn't misplace their names.

Film adaptation of the TV series of the same name. Starring Steve Carell as Max, Anne Hathaway as 99, Dwayne "The Rock" Johnson as a fellow spy, and Alan Arkin as the Chief.

In this version, Max is a CONTROL data collector who wants to be a field agent but failed due to being overweight; when he finally succeeds (after slimming down) he still doesn't get a promotion because he's too valuable in his position. But due to a mole in the organization, the secret identities of most of its agents are compromised. This forces the Chief to promote Max as Agent 86 and send with him Agent 99, whose recent plastic surgery has rendered her unrecognizable, in a mission to Ukraine to find some stolen radioactive materials that have fallen into the hands of their archenemies, KAOS. Hilarity (and UST) ensues.

Critical reaction was mixed, but consumers generally found it to be respectful and entertaining. Mel Brooks even praised Steve Carell's acting.

Alongside the film a direct-to-DVD Spin-Off titled Get Smart's Bruce And Lloyd: Out of CONTROL, which follows the escapades of Those Two Guys during the events of the film.


Tropes include:

  • The Ace: Agent 23. He turns out to be a double agent.
  • Action Film, Quiet Drama Scene: Tries this a couple of times, and actually succeeds. Examples include Max's analyst briefing at the beginning, and some of Max and 99's scenes in Russia.
  • Action Girl: Agent 99. Coming fresh off a plastic surgery, she still kicks a lot of ass, including walloping three mooks by herself while Max struggles with one.
  • Action Dress Rip: 99 does one coming out of the sewers
  • Adaptation Personality Change: Turned 99 into a Defrosting Ice Queen and Larrabee into a Jerk Jock, but the most noticeable change is that Max has now a brain between his ears.
  • Adaptational Badass: Max. Even Chief gets in on the action.
  • Adaptational Intelligence: In the TV series Get Smart Max was a general purpose bungling idiot who only succeeds by luck and Agent 99's competence. In the film he's genuinely a clever guy and a great analyst, just a klutz who isn't well suited to field work. This was apparently done to make a romantic relationship with 99 more believable as modern audience would not accept someone as buffoonish as the original Max being attractive to a woman as capable as 99.
    • Larrabee in the original series is even more of a dunce than Max (he has been referred to as "Max's Max"), whereas in the film he's a jerkass but competent agent.
  • Adorkable: Max.
  • Air-Vent Passageway: Agent 99 infiltrates the KAOS nuclear factory through an air vent from the roof. It's done with "Ode to Joy" as the soundtrack, which reminds you of the first Die Hard film.
  • Are You Pondering What I'm Pondering?: "I don't know. Were you thinking, 'Holy shit! holy shit! A swordfish almost went through my head!'? If so, then yes."
  • Artistic License - Gun Safety: 99 holds Max's weapon on him and mimes shooting him. She's good to keep her finger off the trigger though, though the weapon also happens to be loaded.
  • Badass: Max when he's not so simple-minded.
  • Battle Couple: Max and 99.
  • Berserk Button: A fair word of warning: do not ever question or mock the Chief's credentials or CONTROL itself's credentials, or you should pray you don't get a No-Holds-Barred Beatdown in front of your fellow cabinet members. The Vice President doesn't know this.
    • Also, never insult your Dragon's wife, which Siegfried learns when he insults Dalip's wife one time too many and ends up being punched out of his car hard enough to be knocked over a bridge for his trouble.
    • Agent 99's button, as shown when she's being held hostage and handcuffed to the support handle in Agent 23's car. After he fires at Max, and she kicks his gun out:
    Agent 23: See, this is your problem! Some men like women who are feminine!
    Agent 99: [disbelieving outrage] What, I'm not feminine?!
    Agent 23: Nooo.
    Agent 99: I'M NOT FEMININE?!?!?!
    [kicks him in the face, causing him to swerve and brush another car]
  • Big Fun: Max used to be an utter fatass before boot camp. We even get a couple of flashbacks to it, of him trying and failing to climb a rope, then this scene where he weighs down the zipline significantly:
    Maxwell Smart: Personal best!
    • He also has a nightmare about it later when he's been detained for destroying what everyone else believes to be an ordinary bakery: the guards shove a birthday cake through the food slot, which he rushes to devour when it smashes on the floor, causing him to wake up and scream "I'm FAT!".
  • Bond One-Liner: Well, not done for a killing, but Agent 23 does one when he breaks Larabee's phone after seeing Larabee texting during an important meeting: "Oh that's weird. You just lost your signal."
  • Break Out the Museum Piece: When Max escapes from his cell, he passes a museum display of the old 1960s CONTROL spy gear and quickly proceeds to gear up with it.
    • Subverted with the car, at least, since that runs out of gas after about a few hundred feet and he's forced to try and hitch a ride.
  • Bring My Brown Pants: After the attack on CONTROL. The "ungodly smell" that Lloyd can only describe as "fear". Yeah.
  • The Brute: Dalip, Siegfried's imposing right-hand man. Who turns out to be his brother-in-law and a Punch Clock Villain who only wants the money to look after his wife.
  • Butt Monkey: Larabee tries to act Bad Ass but otherwise always ends up suffering grievous mishaps. Like having Agent 23 staple a document to his head as retribution for not unjamming the copier machine.
  • The Cameo: Bill Murray as Agent 13 (the one in the tree who operates the Reflecting Pool entrance to the secure CONTROL offices).
  • Chekhov's Exhibit: The 1960s CONTROL gear in the museum seen in the opening scenes proves quite useful later.
  • Chekhov's Gun: Quite a lot of things in the movie. From Max's points about evil being what these guys do to Agent 23's knife wound that opens up when he gets stressed to Max being a crackshot.
  • Chekhov's Gunman: Max is speaking his troubles out to a pet store dog in the display window when a female jogger runs right into him. Said jogger turns out to be Agent 99. Heck, even the dog makes a return when 99 adopts it.
  • CIA Evil, CONTROL Good: This movie is the page quote for the trope.
    Agent 23: If you don't follow the rules here then what are we?
    The Chief: I'm telling you what we're not. We're not people who jam staples into other people's heads! That's CIA crap!
  • Click Hello: Max has just found Bruce and Lloyd taking cover after CONTROL has been attacked. As he starts to check to see if anyone else is around, he suddenly feels a pistol to his back:
    Agent 99: Freeze!
    Maxwell Smart: Freeze.
    Agent 99: No, you freeze!
    Maxwell Smart: You freeze.
    Agent 99: I told you to freeze!
    Maxwell Smart: Freeze, times infinity.
    Agent 99: Oh, my god! [turns Max around so that he's facing her, and they recognize each other] You!
    Maxwell Smart: You.
    Agent 99: Are you CONTROL?
    Maxwell Smart: Yes I am. I'm Maxwell Smart. I am a CONTROL analyst. Who are you? [beat]
    Agent 99: I'm Agent 99.
  • Combat Parkour: Though not technically combat, Agent 99 uses nimble backflips and other gymnastics moves to thread her way through a laser web.
  • Cool Car: Max goes through quite a lot of these.
  • Cool Old Guy: The Chief. Pilots a plane to trail an escaping car and punches a Secret Service agent in the face who insulted his organization, not to mention his flying tackle to the vice president. Even the president is impressed.
  • Crash into Hello / Pre Meeting: While Max is speaking his troubles out to a pet store window dog, Agent 99 plows into him while on her daily jog. They exchange a few words, and then she continues on her way. A moment later, another man wheeling a dolly comes by, and one of his wheels runs over Max's foot, prompting him to ask himself, "Am I invisible?"
  • Crouching Moron, Hidden Badass: Max.
  • Cue the Flying Pigs: When the Russian farmer comes out with a shotgun to search the barn Dalip has crash-landed in, as he's aiming at the hole in the ground, Dalip tosses him out by throwing a pig at him.
  • Cutaway Gag: When the meeting in the safe room occurs, the Chief says that their identities have been compromised, and all across the world, CONTROL agents are under attack. Cuts to shots of CONTROL agents dropping dead like flies by poisoned darts in Parisian cafes, set to French music.
  • The Danza: Dalip, Siegfried's brute, is played by Dalip Singh — known as The Great Khali of WWE fame.
  • Deadpan Snarker: Max, again. Agent 99 in some scenes.
    • 99's examples. When chewing out Max for being so inexperienced:
    Agent 99: Throw out your manual. Out here there are no grades. There's only "dead" and "not dead".
    • Later, in the Smolensk restaurant:
    Agent 99: You know, I love bread, and I know bread has a few carbs, but I've never been afraid of carbs, because it seems like no matter how many I eat, I stay thinsk.
  • Department of Redundancy Department:
    Agent 23: I'll be taking that briefcase now.
    Maxwell Smart: If you want it; you'll have to take it.
    Agent 23: That's what I just said.
    Maxwell Smart: I know. I'm just trying to annoy you.
  • Distracted by the Sexy: Agent 23 is a paragon of what an agent should be, which is why Max admires him. And yet, he still walks straight into a support pole when Judy, the sexy secretary at the front desk, so much as smiles at him.
    • Also, the Bathroom Break-Out scene. The air marshal does not notice Max's troubles with the escape system in the lavatory because he's busy flirting with the flight attendant. They're still flirting when the occupied light goes off a few minutes later, which signals for Agent 99 to enter the lavatory and make her drop, unnoticed by the air marshal.
  • Don't Explain the Joke: Max and 99 are in the Smolensk cafe, and this conversation:
    Agent 99: So, how do you know this place?
    Maxwell Smart: Well, as an analyst, I like to keep my ears open. It's amazing what you can learn listening to chatter. In fact, Ladislas Krstic loves this place, as do many KAOS agents. Cafe Minsk Pinsk in Smolensk - it doesn't get any better than thisk. [99 stares at him] See what I just did? I added an "insk" at the end of the word. Made it sound Russian.
    Agent 99: Should've smacked you harder.
    Maxwell Smart: Is that your default setting? Do you just punch people in the face, willy-nilly? "It's Tuesday, I'll punch Max in the face." "Ooh, a box of kittens, time to punch Max in the face." "Oh, I'm having some bread, time to punch Max in the face!"
    Agent 99: You know, I love bread, and I know bread has a few carbs, but I've never been afraid of carbs, because it seems like no matter how many I eat, I stay thinsk.
  • Double Entendre: Two instances.
    • When the Chief says they need someone not known to KAOS to find Krstic, 99 lampshades it:
    Larabee: Let me out there, sir! I have no problem exposing myself.
    Agent 99: Do you ever think before you speak?
    Larabee: No, I just whip it out there. Seems to work best.
    • When Max is sitting down with 99 after overhearing two henchmen talking in the bathroom:
    Maxwell Smart: There was a guy in the bathroom who's really hot.
    [beat; 99 looks at him, confused]
    Agent 99: OK. Well...
    Maxwell Smart: No, no, no, radioactive hot. Although, yes, he did have a certain rugged quality that some find appealing.
  • Dye or Die: 99 recently has had a plastic surgery, thus when a mole in CONTROL compromises most of its agents' identities, hers remained intact and thus is still qualified for active service.
  • Eenie, Meenie, Miny Moai: Max remarks on an uncanny resemblance when seeing Dalip in the back of the plane...
    Max: Whoa, that's a bad guy, that's a really bad guy! Did you see his face? His head looks like one of the Easter Island heads!
  • Empty Quiver: KAOS gets a nuke and threatens to nuke Los Angeles at the end of "Ode to Joy" in a concert in Disney Hall, which the President is attending.
  • Establishing Character Moment: Sigfried establishes himself as a much more serious villain with his first line. Instead of doing a bad impression of Shtarker, he says in a low sinister voice, "This is KAOS. We don't Ka-fricking-boom here." He also shoots a henchman who questions their need to torch the building they are looting.
  • Fanservice: A literal second of Anne Hathaway in her underwear.
    • Plus a couple panty shots during the scene with the room with lasers. Also there are a couple shots of Hathaway's bare feet which could be fan service for some people...
  • The First Cut Is the Deepest: Agent 99.
  • Flashback Cut: To Max's time in boot camp, multiple times.
  • Fun with Acronyms: In the original series, Hymie was originally named after his creator's father (a cover story he adopted later). In this movie it stands for "HYbrid Mechanical Intelligence Entity"
  • Genius Ditz: Max is CONTROL's top analyst — too bad he wants to be a field agent...
  • Genre Savvy: Max himself. When asked where the nuclear warhead might be stashed, he hesitantly replies "in... the piano?" Which of course is where it is.
    • This one doubles as reference to the original show, where the bad guy of the week hid a bomb in a piano that would kill the pianist during the concert.
  • Gilligan Cut: When 99 and Max dump their motorcycle at a gas station. She says they need to find a car that doesn't attract attention.
    Maxwell Smart: All right, well we have a couple of Soviet-era sedans here. We have that tractor, that cart. And... [looks inside a barn door and notices something] that'll work.
    Agent 99: No.
    Maxwell Smart: Yes.
    Agent 99: [looks at him, bewildered] No!
    Maxwell Smart: [starts entering the garage] Yess.....
    [Cuts to Max and Agent 99 driving down a country road in a bright red, very conspicuous, Ferrari convertible that sticks out like a sore thumb]
    Maxwell Smart: Will you relax? Since the fall of Communism, everybody has one of these here.
    [They drive past a couple of farmers doing manual labor]
    Russian Farmer: [subtitled] Holy shit, a Ferrari!
    [His wife whips out a cell phone and promptly takes a picture of the car]
  • The Great Politics Mess-Up: The movie acknowledges this, but still has CONTROL vs KAOS. However, KAOS hasn't been very active recently, and the government is considering shutting down CONTROL due to a lack of Soviets to spy on.
  • Groin Attack: One is actually delivered without physical contact:
    Agent 99: Max has no experience, and I don't want him as my partner.
    Maxwell Smart: Well, that is a sucker punch to the gonads.
    • For the physical variety, earlier during the paintball exercise in the same movie, after a crack about Max's mother, Max shoots the taunter in the crotch.
    • And of course, we can't forget about how Agent 99 kicked a goon in the family jewels during the confrontation at the party.
  • Good Bad Translation: The Latino American edition replaced most of Max's jokes with ones that made cultural references which this audience would get.
  • Hand Signals: In the CONTROL infiltration scene, Max gives these to 99 to indicate that he is going to use the fire hose to distract the attackers, but she clearly is not able to interpret them right away.
  • Hypocritical Humor: After breaking out of jail, Max tries to flag down an Opel by standing in the middle of the road:
    Opel Driver: What are you doing, dummkopf?! Running out in the middle of the road?! You could get hit by a car-[is immediately rear-ended by an SUV]
    Maxwell Smart: Well, that... was ironic.
    • For added bonus points, said Opel was driven by Bernie Kopell, who played Siegfried on the original series.
  • Idiot Ball: Max isn't going to be accused of being a genius anytime soon, but the airplane scene was such a lack of common sense that it deserves mention. After being arrested by a federal marshal for making the whole plane think he was a terrorist by trying to scrape gum off his shoe, he is handcuffed with a set of plastic band cuffs. When Max tries to cut them off in the plane's bathroom, he uses a modified Swiss Army Pocket Knife (which has a flamethrower, a harpoon, and a mini dart gun) to try and get out of them. Instead of using any of the knifes or saws or can opener, or even the needle nose pliers to try and break the clip off the cuffs, he uses the harpoon. It doesn't work. And when it finally does, the bolt from the harpoon hits an eject button, dropping him out of the plane at 35,000 feet. The fact that doing this almost kills him almost makes this Too Dumb to Live.
  • Improbable Aiming Skills: Every shot Max takes is a kill shot when it involves an actual pistol or rifle as opposed to a tranquilizer crossbow. Foreshadowed earlier with the paintball combat course, where Max is able to shoot Larabee right in his jewels.
  • Ironic Echo: Max tells 99, "I am not completely incompetent without a gun" while they are walking to Smolensk. Later, when being held up in Krstic's place by one of the henchmen, Max is disarmed of his pistol, and says, "I'm not totally incompetent without a gun, you know."
  • Jerkass Has a Point: Max and 99 are walking along a dirt road at sundown (roughly around 7:30 PM local time) after their fall from the plane, six miles outside of Smolensk:
    Maxwell Smart: Okay, not to keep dwelling on this, but that was some kiss. How did you know that will work? Have you kissed other men who then plummeted to their deaths?
    Agent 99: Okay, okay! You know what, so far our entire "partnership" has consisted of me getting you out of trouble! Do you know why?! It is because you keep leading!
    Maxwell Smart: Well-
    Agent 99: So here's how we stop that: I lead now! I'm the one with field experience, and you know nothing!
    Maxwell Smart: I beg to differ! [99 starts walking] I looked up your field agent exam, and I scored-
    Agent 99: My what?!
    Maxwell Smart: Your field agent exam! I scored eight points higher than you did! That is the difference between an A+ and an A-!
    Agent 99: [simultaneously] This is not a classroom! This is real! You are really going to get yourself killed if you don't listen to me!
    Maxwell Smart: ....A-!
    (beat)
    Agent 99: Okay. Okay, you're faced with an assassin. What do you do?
    Maxwell Smart: I take out my gun [does so] and I would shoot-[99 grabs it from his hand and she points it at his head]
    Agent 99: You don't have a gun.
    Maxwell Smart: I did until you took it-
    Agent 99: "Bang!", you're dead!
    Maxwell Smart: No, I'm not. [99 lowers it to his heart]
    Agent 99: "Bang!", you're dead!
    Maxwell Smart: Stop shooting me.
    Agent 99: You are dead! [starts pointing it to all over his upper body] Bang, bang, bang, bang, bang, bang bang!
    Maxwell Smart: [as she's saying that] I don't like it when you shoot me! Stop it! Stop shooting me! You've already said I was [99 sticks Max's gun back into his pants, in the process making an almost sexual advance on him] Hey.
    Agent 99: [coldly and quietly] Throw out your manual. Out here there are no grades. There's only "dead" and "not dead".
    Maxwell Smart: You know, I am not completely incompetent without a gun. I am a master in the art of ­Choi Kwang-Do. [99 stops, glaring away from Max. He gets into a fighting stance, only for her to slap him across the face] I was not ready!
    Agent 99: That's my point.
    Maxwell Smart: You know what-[She slaps him again] Hey! What was that?!
  • Jerk Jock: Larabee and 91 take on the role of bullying 'jock' agents to the 'nerdy' analyst/tech support characters. They both receive comeuppances throughout the movie (Larabee's is to get a paper stapled to his head).
  • Just Keep Driving: The plane/car chase on the highway at the end. Angelinos are very used to seeing a guy dangling from a plane and hanging just three feet off the asphalt, flying between cars.
  • Kiss of Distraction: Agent 99 kisses Dalip to distract him when they and Max are all plummeting through the air. Max wold later use the same trick on Agent 23.
  • Laser-Guided Karma: Larabee and 91 get these repeatedly, and Siegfried gets one at the end while he's insulting Dalip after realizing that the bomb never went off, even saying that killing his wife would be a favor to the world. He's then tossed out of the car and into the river as they're driving over a bridge.
  • Logical Fallacies: This exchange (which can only be saved by Rule of Funny):
    Siegfried: How do I know you're not CONTROL?
    Max: If I were CONTROL, you'd already be dead.
    Siegfried: If you were CONTROL, you'd already be dead.
    Max: Well, neither of us is dead, so I'm obviously not from CONTROL.
    (beat)
    Shtarker: That actually makes sense.
    • It's also saved by Siegfried not actually being fooled.
      • As well as the fact that it's a direct quote from the TV series, and the logic actually being correct IF both premises were correct, which neither is.
  • Meet Cute: Max is lamenting his failure to become a CONTROL agent to a dog in a pet store window. Just by pure chance, as he's backing away, Agent 99 plows right into him while jogging. They exchange a few words and appear to flirt, and then she continues on her jog.
  • Modern Major General: Max, as he's the best analyst CONTROL has but wants to be a field agent. When he gets promoted due to majority of the agents' identities under compromise due to a mole, he's completely out of his depth, other than when he uses his analyst's skills and intel to mess with KAOS agents. In a contrast from the TV series, however, Max is able to buckle down and be a decent field agent.
    • To his credit, Max's naive personality also makes him a decent human being, who shows compassion and kindness towards anyone from fat ladies ridiculed by anorexic harpies, to the massive KAOS agent who just needs the money to look after his wife.
  • The Mole: The presence of one in CONTROL compromises the identities of all its agents save Agent 99. Later Max is accused of being the one, but after convincing the Chief and Agent 99 that he's not the one, he proceeds to unwittingly uncover Agent 23 as the real mole.
  • Musical Trigger: The final notes of the Ode to Joy are the signal for the electronic detonator.
  • Mythology Gag: The movie gives brief glimpses at the old style cone-of-silence as well as an updated version, Max's car from the original series and of course, the Shoe Phone. The opening montage also shows some of Max's notes, which include mention of The Craw The Claw. His refrigerator has a wanted ad for Mr. Big (Everett Horton) magneted to it.
    • The Running Gag of the Cone of Silence was that it never worked. The first thing it does in the movie? It works... in the sense that everyone's in a cone of silence of their own, and they can't hear each other.
      Lloyd: Sorry, Chief, someone led me to believe the cone was ready.
      Bruce: For the record, I never actually used the word "ready."
    • When Max is told about the suicide pill he asks "How do I get them to take it?" a direct quote from the series. Unlike the series here he's only making a joke.
  • Nice Guy: Max again.
  • Noodle Incident:
    • It's never said what caused Agent 23's knife wound (which opens up whenever his blood pressure rises).
    • We never get to see exactly what Max did to get to Los Angeles. We do know from a Cutaway Gag that he flew at least part of the way there in an fighter jet, and apparently he got pretty bad airsickness.
  • No One Is Indispensable: Siegfried tells Dalip, "And don't you forget it: everybody here can be replaced. I even have backup for you! It's called a rhinoceros."
  • Not Now, Kiddo: Max finds himself dangling by a thread from an aircraft over a freeway at a height of maybe three feet. A kid looks out his window and sees him...
    Sean: (pointing out window) Mom, Mom, Mom, Mom, Mom!
    Mother: Sean, Sean, Sean, Sean, Sean! You see how annoying that is?
    • What makes it better? For one thing, she's busy talking on her cell phone. Also, she manages to turn away at the exact moment that Max passes by her window, meaning she didn't see a thing.
  • The Nth Doctor: 99's impressive cosmetic surgery.
    • You might have thought this was leading to a moment showing that 99 used to be as fat and unattractive as Max — nope! Before, she was a gorgeous blonde, afterwards she's a gorgeous brunette.
      Agent 99: I used to look like my mother.
  • Obfuscating Stupidity: At Krstic's party, Max is undercover as a "retarded stable boy". To reinforce it, when 99 is telling this to Krstic, she instructs Max to go help himself to some punch, while drawing out every single syllable to emphasize his supposedly short attention span.
  • Ode to Joy: The villains' evil plan is to trigger a bomb at the end of this piece, killing the President and many others.
  • Older than They Look: Agent 99 is the same age as Max. She had cosmetic surgery to change her face
    • Besides being a plot point, it served as a practical reason to justify the pairing of Steve Carell and Anne Hathaway, who are separated in age by 20 years.
  • One Dialogue, Two Conversations: When Max speaks to the bakery lady, he tries to drop hints that he's trying to locate the secret nuclear base. However, his choice of words leads her to think that he's hitting on her. Max then comments, "I don't think we're on the same page. I am here because Ladislas Krstic sent me."
  • The Paragon Always Rebels: Agent 23.
  • Post-Kiss Catatonia: Weaponized twice in order to turn the tide in an otherwise unwinnable battle.
  • Punch Clock Villain: Max notes that "Evil is not who these people are, it's what they do." This later comes in handy.
    • One of the villains only continues to work for the bad guy because he's his brother in law.
  • Railing Kill: one near the beginning.
  • The Remake:
  • Remake Cameo: Bernie Kopell, who played Siegfried in the show. Here, he's an Opel driver who stops when Max flags him down, complaining to him that he could be hit by a car.... at which point the driver himself is rear-ended by an SUV.
    Maxwell Smart: Well, that was ironic.
    • James Cann, here playing the President, played a swashbuckling villian in an episode of the Original Series.
  • She's Got Legs: Agent 99.
  • Shoe Phone: A number of gadgets from the original show are seen in the museum above CONTROL headquarters. And it introduces a number of new ones such as the Geiger counter watch. And Max gets to use the actual Shoe Phone.
  • Shout-Out: The scene where Max and the Chief crash into a swordfish sign, with the fish nearly spearing the Chief, is a nod to a similar scene in My Fellow Americans. Both films were directed by Peter Segal.
  • Spy Drama: The film plays it somewhat straighter than the series did. Also an example of how serious spy dramas have changed. The original TV series parodied Tuxedo and Martini spy dramas like Goldfinger or The Man from U.N.C.L.E., whereas the movie is a cross of that and the slightly more down-to-earthness of something like the 2006 adaptation of Casino Royale.
  • Spy School: The training program that Maxwell Smart goes through. Includes boot camp and a paintball firing combat course.
  • Standard Female Grab Area: Twice justified in fights with Agent 99, as in both cases, the attacker is holding a gun on her.
  • Steel Eardrums: Averted through an unusual method. In the paintball course, 23 fires a surprise shot at a target, his gun inches from Max's ear. In the next scene, as Max is talking to the chief, he still feels a ringing sensation in his ear.
  • Take Our Word for It: We never actually see the cell phone video the President received of the Chief tackling the Vice-President. We do, however, get to see Agents 99's and 23's impressed reactions.
  • Those Two Guys: Larabee and 91 as well as Max's friends Bruce and Lloyd, who get their own Spin-Off movie.
  • Throw It In: Anne Hathaway ad-libbed the scene where Agent 99 grills Max on what he would do if confronted by a gun-wielding assassin.
  • Tour Guide Gag: Played With: A tour guide is showing a group around the museum display of the Cold War era, defunct CONTROL...which is alive and well, and the entrance is right beside the display.
  • Unusually Uninteresting Sight: Only Agent 99 seems to show any reaction to all the noise Max makes in the lavatory when he's having trouble with the harpoon gun.
  • Warrior Therapist: Endearingly enough, Max embodies this trope in a simultaneous Crowning Moment of Funny, Crowning Moment Of Awesome, and Crowning Moment of Heartwarming where he reaches out to the feelings of Dalip, empathizes with his troubled family life, hugs him and (possibly) turns him into a good guy.
  • When Elders Attack: The war room conference. Gawd, just the dialogue.
    Chief: (takes his coat off) "I've been waiting for this since Nixon!"
    Vice-President: "I got a new pacemaker, I can go all day!"
  • You Could Have Used Your Powers for Good
FringeCreator/Zoic StudiosGhost Whisperer
Freddy vs. JasonCreator/Asylum Visual EffectsHairspray
HellboyFilm Brain ListStep Brothers
Incredible HulkFunny/FILMSpeak Now or Forever Hold Your Peace
The GermanFilms of 2005 - 2009 Ghost Town

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