[[caption-width-right:310:At least they didn't [[MisplacedNamesPoster misplace their names]].]]

A 2008 [[TheMovie Film adaptation]] of the '60s [[Series/GetSmart TV series of the same name]]. Starring Creator/SteveCarell as Max, Creator/AnneHathaway as 99, [[Wrestling/DwayneJohnson Dwayne "The Rock" Johnson]] as fellow operative Agent 23, and Alan Arkin as the Chief.

In this version, Max is a brilliant CONTROL analyst who failed the physical exam to be a field agent. After a year of hard work to get in shape, he finally succeeds -- but still doesn't get a promotion because he's too valuable in his position. Then, due to a [[TheMole mole]] in the organization, the secret identities of most of its agents are leaked. This forces the Chief to send agents their enemies won't recognize -- the newly-promoted Max as Agent 86 and Agent 99, fresh from a round of drastic cosmetic surgery because her first identity had been compromised. They venture to the Ukraine to find some stolen radioactive materials that have fallen into the hands of their archenemies, KAOS. Hilarity (and UnresolvedSexualTension) ensues.

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

Alongside the film, a direct-to-DVD SpinOff titled ''Get Smart's Bruce and Lloyd: Out of CONTROL'' was released, which follows the escapades of ThoseTwoGuys during the events of the film.


* TheAce: Agent 23. [[spoiler:He turns out to be a [[TheMole double agent]]]].
* ActionFilmQuietDramaScene: 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.
* ActionGirl: 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.
* ActionDressRip: 99 does one coming out of the sewers
* AdaptationPersonalityChange: Many characters act rather different from the series to the point of being extremely difficult to recognize:
** Max in the series was a CloudCuckooLander who was still (usually) competent enough at his job, a bit socially awkward, and occasionally busted out some snark. In the movie, this is pretty much all reversed - he's very down-to-earth, comes off as incompetent due to a lack of field agent experience, is a pretty smooth social operator outside of talking to 99, and is a definite DeadpanSnarker.
** 99 in the series was a [[NiceGuy Nice Girl]] who highly respected Max, got disappointed with him at worst, and was very willing to be his partner (and had an obvious crush on him ever since the pilot). In the movie, she's a DefrostingIceQueen who has (understandably) ''very'' negative reactions to his incompetence, and seems to retain some annoyance even after they get together and he proves himself. She's also very snarky and irritable, even with other characters.
** The Chief in the series was the OnlySaneMan who got quietly annoyed with Max's incompetence at worst. In the movie, he almost seems to have a HairTriggerTemper.
** Siegfried in the series was AffablyEvil, considering Max a WorthyOpponent and the two being on very good terms, plus Siegfried in general was very hammy and a bit goofy. In the movie, he's... almost generic, with how serious and sinister he is, some viewers being reminded of one-shot villains from the original series rather than Siegfried himself. The closest he gets to being deliberately comedic is some snarky jabs.
** Larabee in the series was TheDitz, even more than Max. In the movie, he's a JerkJock.
** Hymie in the series was (after his first episode) as a pacifistic robot, who fought only when necessary. In the movie, he has a cameo appearance where he insults Larrabee and staples a paper to his forehead in retaliation for a bit of PokeThePoodle.
* AdaptationalBadass: Max. Even Chief gets in on the action.
* AdaptationalIntelligence:
** In the TV series ''Series/GetSmart'' Max was a general-purpose bungling idiot who only succeeds by [[TheFool 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.
** Larabee 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
* AirVentPassageway: 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 ''Franchise/DieHard'' film.
* AcquiredPoisonImmunity: Max has trained his body to be impervious to knockout gas. Pity [[SubvertedTrope is the new stuff]].
* [[AreYouPonderingWhatImPondering Are You Thinking What I'm Thinking]]: "I don't know. Were you thinking, 'Holy shit! holy shit! A swordfish almost went through my head!'? If so, then yes."
* ArtisticLicenseGunSafety: 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.
* BadBoss: Siegfried constantly belittles his various {{mooks}}, thinking himself SurroundedByIdiots. They actually ''aren't'' terribly stupid: Shtarker complains once that he'd like to quit, but Siegfried is his brother-in-law, while [[spoiler:Dalip fulfills his part of the plan to nuke Los Angeles, but also covertly alerts Max, giving CONTROL enough time to foil the plan. Then he punches Siegfried clean out of their getaway car when he insults Dalip's wife.]]
* BattleCouple: Max and 99.
* BecauseYouWereNiceToMe: Sigfreid treats [[TheBigGuy Dalip]] like DumbMuscle; Max gives him advice on how to salvage his flagging marriage. [[HeelFaceTurn Dalip becomes a]] DoubleAgent.
* BerserkButton:
** 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 NoHoldsBarredBeatdown in front of your fellow cabinet members. The Vice President doesn't know this.
** Also, never insult TheBrute'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 [[spoiler:Agent 23's]] car. After he fires at Max, and she kicks his gun out:
--->'''[[spoiler:Agent 23]]:''' See, this is your problem! Some men like women who are feminine!\\
'''Agent 99:''' (''disbelieving outrage'') What, I'm not feminine?!\\
'''[[spoiler:Agent 23]]:''' ''Nooo.''\\
'''Agent 99:''' I'M NOT FEMININE?!?!?!\\
(''kicks him in the face, causing him to swerve and brush another car'')
* BigFun:
** Max used to be an utter fatass before boot camp. We even get a couple of [[FlashbackCut 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 [[spoiler: 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!".
** At Krstic's party, Max deliberately snubs a group of skinny AlphaBitch socialites and picks a very large woman to be his dance partner. They proceed to steal the show.
---> '''Maxwell Smart''': I recently lost 150 pounds.\\
'''Max's Dance Partner''': So did I!
* BlackTieInfiltration: Max and 99 gate-crash a party held at the mansion of a KAOS operative named Ladislav Krstic in order to steal computer records on the attack on CONTROL headquarters. The sequence also features a hilarious [[https://www.youtube.com/watch?v=wopDh8EMqI4 tango dance-off scene]] between 99 and Krstic, and Max and a quite overweight young lady.
* BondOneLiner: 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."
* BreakOutTheMuseumPiece: When Max escapes from his cell, he passes a museum display of the [[MythologyGag 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.
* BringMyBrownPants: After the attack on CONTROL. The "ungodly smell" that Lloyd can only describe as "fear". Yeah.
* TheBrute: Dalip, Siegfried's imposing right-hand man. Who turns out to be his brother-in-law ''and'' a PunchClockVillain who only wants the money to look after his wife.
* ButtMonkey: Larabee tries to act badass but otherwise always ends up suffering [[AmusingInjuries grievous mishaps]]. Like having Agent 23 staple a document to his head as retribution for not unjamming the copier machine.
* TheCameo: Bill Murray as Agent 13 (the one in the tree who operates the Reflecting Pool entrance to the secure CONTROL offices).
* CarsWithoutTiresAreTrains: 23 takes 99 hostage and flees in a vehicle. After a chase, Max manages to rescue 99, but in the struggle, the car is set on fire and forced onto railroad tracks. Max kisses 23 to distract him, a trick learned from 99. He and 99 are thrown off the vehicle before it collides with a freight train, killing 23.
* CatapultNightmare: "I'M FAAAT!!"
* ChekhovsExhibit: The 1960s CONTROL gear in the museum seen in the opening scenes proves quite useful later.
* ChekhovsGun: Quite a lot of things in the movie. From Max's points about [[PunchClockVillain evil being what these guys do]] to [[spoiler:Agent 23]]'s knife wound that opens up when he gets stressed to Max being a crackshot.
* ChekhovsGunman: 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. [[spoiler:Heck, even the dog makes a return when 99 adopts it.]]
* CIAEvilFBIGood: This movie is the page quote for the trope. In this case, it's CIA Evil, CONTROL Good.
-->'''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 [[JackBauerInterrogationTechnique jam staples into other people's heads]]! That's CIA crap!
* ClickHello: 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?\\
'''Agent 99:''' I'm Agent 99.
* CoolCar: Max goes through quite a lot of these.
* CoolOldGuy: 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.
* CrashIntoHello: 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?"
* CrouchingMoronHiddenBadass: Max
* CutawayGag: 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.
* DeadpanSnarker:
** Max, again.
** Agent 99 in some scenes.
--->(''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''.
* DepartmentOfRedundancyDepartment:
-->'''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.
* DistractedByTheSexy:
** 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, smiles and flirts with him.
** Also, the BathroomBreakOut 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 ''that Max didn't walk out of before'', and make her drop, unnoticed by the air marshal.
* DontExplainTheJoke: 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'')\\
'''Maxwell Smart:''' 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:''' [[DefrostingIceQueen 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.
* DoubleEntendre: 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.
* DoubleTake: Agent 99's reaction at the sight of Max dangling from a cable connected to a plane to come and rescue her.
* DyeOrDie: 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.
* EenieMeenieMinyMoai: 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!
* EmptyQuiver: 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.
* EstablishingCharacterMoment: 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 [[PantyShot panty shots]] during the scene with the room with lasers.
* TheFirstCutIsTheDeepest: Agent 99
* FlashbackCut: To Max's time in boot camp, multiple times.
* ForInconveniencePressOne: When Siegfried calls the White House to extort a few billion dollars from the US government in exchange for not releasing nuclear weapons' arming codes to several crazy dictators, he gets caught by one of these.
-->'''Phone system:''' You have reached the United States Department of Homeland Security. For threats against the continental United States, press 1. For threats against Hawaii, press 2. For threats against Puerto Rico...
* FunWithAcronyms: 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"
* GeniusDitz: Max is CONTROL's top analyst -- too bad he wants to be a field agent...
* GilliganCut: 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'')\\
'''Agent 99:''' [[SarcasmMode Oh yeah, we are really under the radar now.]]\\
'''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 [[CrowningMomentOfFunny takes a picture]] of the car'')
* TheGreatPoliticsMessUp: 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.
* GroinAttack:
** 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.
** Agent 99 kicks a goon in the family jewels during the confrontation at the party.
** Dalip, on the other hand, has BallsOfSteel and ignores Agent 99's low blows.
* GoodBadTranslation: The Latino American edition replaced most of Max's jokes with ones that made cultural references which this audience would get.
* HandSignals: 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.
* HypocriticalHumor: 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:''' [[LampshadeHanging Well, that... was ironic]].
* IdiotBall: 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 TooDumbToLive.
* IfIWantedYouDead: Played with when Max infiltrates the bakery.
-->'''Siegfried:''' How do I know you're not CONTROL?\\
'''Maxwell Smart:''' ''(haughtily)'' 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.\\
'''Shtarker:''' That actually makes sense.
* ImprobableAimingSkills: ''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 [[GroinAttack right in his jewels]].
* IronicEcho: 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."
* JerkassHasAPoint: 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-!\\
'''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''?!
* JerkJock: 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).
* JustKeepDriving:
** 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.
** Then [[CrowningMomentOfFunny a kid looks out his car 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.
* KissOfDistraction: 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 [[spoiler:Agent 23]].
* LaserGuidedKarma: Larabee and 91 get these repeatedly, and [[spoiler:Siegfried gets one at the end while he's insulting Dalip after [[SoreLoser realizing that the bomb never went off]], even saying that [[TooDumbToLive 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]].
* LaserHallway: Agent 99 has to navigate a laser web in Ladislas Krstic's house. The lack of a Spy Catsuit in this case is more than made up for by the presence of a slinky silver dress with a nice high split up the side. Then Agent Smart navigates it as well, though with a bit less dignity because the lasers also burn, and he has [[SquirrelsInMyPants a rat in his suit]].
* LogicalFallacies: The following exchange (which can only be saved by RuleOfFunny). It's also saved by [[spoiler: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.
-->'''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.\\
'''Shtarker:''' That actually makes sense.
* MeetCute: 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.
* ModernMajorGeneral: 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.
* TheMole: The presence of one in CONTROL compromises the identities of all its agents save Agent 99. [[spoiler: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.]]
* MusicalTrigger: The final notes of the Ode to Joy are the signal for the electronic detonator.
* MythologyGag:
** 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 ShoePhone. The opening montage also shows some of Max's notes, which include mention of [[strike:[[YellowPeril The Craw]]]] The Claw. His refrigerator has a wanted ad for Mr. Big (Everett Horton) magneted to it.
** The RunningGag 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.
* NakedPeopleAreFunny: Max standing in front of the orchestra, with his ass on full display.
* NeckLift: During a fight with Dalip, TheBrute lifts Agent 99 by the neck one-handed.
* NiceGuy: Max again. Also Agent 23, who, despite being TheAce, is the only agent who doesn't either at first dismiss Max or treat him like dirt. [[spoiler: Subverted when 23 is outed as TheMole and stops being anything resembling nice.]]
* NoodleIncident:
** It's never said what caused Agent 23's knife wound ([[spoiler:which opens up [[ChekhovsGun whenever his blood pressure rises]]]]).
** We never get to see exactly what Max did to get to Los Angeles. We do know from a CutawayGag that he flew at least part of the way there in an fighter jet, and apparently he got pretty bad airsickness.
* NoOneIsIndispensable: 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''."
* TheNthDoctor: 99's [[MagicPlasticSurgery 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 -- [[spoiler:nope! Before, she was a gorgeous blonde, afterwards she's a gorgeous brunette.]]
--->'''Agent 99:''' I used to look like my mother.
* ObfuscatingStupidity: 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.
* OlderThanTheyLook: Agent 99 is the same age as Max. [[spoiler: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.
* {{Omniglot}}: Max's old job requires him to listen in on conversations from worldwide sources ''in a dozen different languages''.
* OneDialogueTwoConversations: 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."
* OwMyBodyPart: "Sir, I believe you just shattered my coccyx!"
* TheParagonAlwaysRebels: [[spoiler:Agent 23]].
* ThePeterPrinciple: Max proves himself capable as a field agent, but DaChief considered him more valuable as an analyst, trying not to evoke this trope. The events of the movie instead force Max into the field as the only one qualified as a field agent and not compromised by the database theft of field agents.
* PostKissCatatonia: [[spoiler:Weaponized twice in order to turn the tide in an otherwise unwinnable battle.]]
* PunchClockVillain: Max notes that "Evil is not who these people are, it's what they do." [[ChekhovsGun This later comes in handy]]. One of the villains only continues to work for the bad guy because ''he's his brother in law''.
* PunchPunchPunchUhOh: Dalip responds to most attacks on him (including a GroinAttack) with a dopey EvilLaugh.
%%* RailingKill: one near the beginning.
* TheRemake: Of ''Series/GetSmart''.
* RemakeCameo:
** 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 villain in an episode of the Original Series.
* SheFu: Though not technically combat, Agent 99 uses nimble backflips and other gymnastics moves to thread her way through a laser web.
* ShesGotLegs: Agent 99
* ShoePhone: 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 [[spoiler:Max gets to use the actual Shoe Phone]].
* ShoutOut:
** 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 ''Film/MyFellowAmericans''. Both films were directed by Peter Segal.
** 99 and the laser hallway to ''Film/{{Entrapment}}''.
** The taunting and brawling in the Presidential War Room to ''Film/DrStrangelove.''
* SpyDrama: 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 TuxedoAndMartini spy dramas like ''Film/{{Goldfinger}}'' or ''Series/TheManFromUNCLE'', whereas the movie is a cross of that and the slightly more down-to-earthness of something like ''Film/CasinoRoyale2006''.
* SpySchool: The training program that Maxwell Smart goes through. Includes boot camp and a paintball firing combat course.
* SquirrelsInMyPants: Maxwell ends up having a sewer rat crawl down his shirt all the way to his pants in one scene. It doesn't lead to anything resembling dancing, but the scene in question does take place in a room full of deadly, skin-destroying lasers...
* StandardFemaleGrabArea: Twice justified in fights with Agent 99, as in both cases, the attacker is holding a gun on her.
* SteelEardrums: 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.
* SuperToughness: Dalip's EstablishingCharacterMoment is surviving ''falling out of a cruising airplane without a working parachute'' with no apparent ill effects.
* ThoseTwoGuys: Larabee and 91 as well as Max's friends Bruce and Lloyd, who get their own SpinOff movie.
* ToiletHumor: There's something to be said for Max being able to ''turn his pee-stream on and off'' when eavesdropping on unsuspecting Russians.
* TourGuideGag: PlayedWith -- 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.
* UglySlavicWomen: Played with. One group of women at a fancy dress party infiltrated by Max and 99 are your more typical SensualSlavs (tall, slim blondes), but come off as bitchy (i.e. ugly personality-wise), while Max does the tango with another one who is overweight. Later, at the Moscow bakery serving as a front for KAOS, the female clerk, who is probably mid-50s and not very attractive, briefly gets the hots for Max.
* UnusuallyUninterestingSight: 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.
* WarriorTherapist: Endearingly enough, Max embodies this trope in a simultaneous CrowningMomentOfFunny, CrowningMomentOfAwesome, and CrowningMomentOfHeartwarming where he [[TalkingTheMonsterToDeath reaches out to the feelings]] of [[TheBrute Dalip]], empathizes with his troubled family life, [[CoolDownHug hugs him]] and [[HeelFaceTurn (possibly) turns him into a good guy.]]
* WhenEldersAttack: The war room conference. Gawd, just the dialogue.
-->'''Chief:''' (''[[TheCoatsAreOff takes his coat off]]'') I've been waiting for this since Nixon!\\
'''Vice-President:''' I got a new pacemaker, I can go all day!
%%* YouCouldHaveUsedYourPowersForGood