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Film / Get Smart

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At least they didn't misplace their names.

Get Smart is a 2008 Film adaptation of the '60s TV series of the same name directed by Peter Segal and written by Tom J. Astle and Matt Ember. The film stars Steve Carell as Maxwell Smart, Anne Hathaway as 99, 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 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 Unresolved Sexual Tension) ensues.

Critical reaction was mixed, but audiences 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 was released, which follows the escapades of Those Two Guys during the events of the film.


  • 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: Many characters act rather different from the series to the point of being extremely difficult to recognize:
    • Max in the series was a Cloud Cuckoo Lander 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 a very down-to-earth and intelligent man, but comes off as incompetent due to a lack of field agent experience as well as being a little immature, is a pretty smooth social operator outside of talking to 99, and is a definite Deadpan Snarker, which, considering his actor, we wouldn't expect anything else.
    • 99 in the series was a 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 Defrosting Ice Queen 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. Though, through Character Development she becomes a far nicer and more agreeable individual.
    • The Chief in the series was the Only Sane Man who got quietly annoyed with Max's incompetence at worst. In the movie, he almost seems to have a Hair-Trigger Temper. And is a very sarcastic character.
    • Siegfried in the series was Affably Evil, considering Max a Worthy Opponent 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 The Ditz, even more than Max. In the movie, he's a Jerk Jock.
    • Hymie in the series was (after his first episode) a pacifistic robot, who fought only when necessary. In the movie, he has a cameo appearance where he insults Larabee and staples a paper to his forehead in retaliation for a bit of Poke the Poodle.
  • 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 inexperienced as he's never been out in the field before the film, plus a little immature. 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.
  • 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.
  • Acquired Poison Immunity: Max has trained his body to be impervious to knockout gas. Pity it's the new stuff.
  • 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."
  • 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.
  • Bad Boss: Siegfried constantly belittles his various mooks, thinking himself Surrounded by Idiots. They actually aren't terribly stupid: Shtarker complains once that he'd like to quit, but Siegfried is his brother-in-law, while 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.
  • Because You Were Nice to Me: Siegfried treats Dalip like Dumb Muscle; Max gives him advice on how to salvage his flagging marriage. Dalip becomes a Double Agent.
  • 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. Than again, it's protrayed more as a The Last Straw deal, as it's strongly implied the Vice President is a Jerkass towards the Chief, and the Chief finally had enough.
    • Also, never insult The Brute'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!".
    • At Krstic's party, Max deliberately snubs a group of skinny Alpha Bitch 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!
  • Black-Tie Infiltration: 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 tango dance-off scene between 99 and Krstic, and Max and a quite overweight young lady.
  • 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."
  • Bread, Eggs, Breaded Eggs:
    Maxwell Smart: You know, I never saw James Bond in rats or poop, let alone rats *and* poop. Oh look, there's a rat riding on a piece of poop.
  • 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.
  • Bruiser with a Soft Center: Dalip. He is overcome by an emotional appeal.
  • The Brute: Dalip, Siegfried's imposing right-hand man. Who turns out to be a Punch-Clock Villain who only wants the money to look after his wife.
  • Butt-Monkey: Larabee tries to act badass 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).
  • Cars Without Tires Are Trains: 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. The tires shred and become smaller railroad wheels. 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.
  • Catapult Nightmare: Max has one where he has regained all the weight he had lost before. "I'M FAAAT!!"
  • 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.
    • There's a moment where Max mentions he likes the same radio show as Daleep, which prompts Daleep to give the hint as to where the bomb is on the radio show.
  • 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.
  • *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?
    Agent 99: I'm Agent 99.
  • Comically Missing the Point: The homeland security council gets caught up on a threat by Kim Jong-Il to make a pudding from the bones of America.
    General: Doesn't he know bones are crunchy? Who'd want a crunchy pudding?
  • Cool Car: Max goes through quite a lot of these.
  • Cool Kid-and-Loser Friendship: Max and Agent 23. Agent 23 is one of the top agents of CONTROL and is liked by practically everyone. Max is a simple analyst who is not given nearly as much respect. Despite this, 23 is one of the only agents who doesn't belittle Max and is shown to actively support him. This is later subverted when 23 is revealed to be The Mole.
  • Cool Old Guy: The Chief. He's a former CONTROL agent, himself, and still hasn't lost his touch, such as piloting 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: 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, full stop. He may be clumsy as a field agent, but he gets the job done nonetheless.
  • 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.
  • Deadpan Snarker:
    • 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.
    • The Chief also manages to throw in a few great ones.
    (after Max crashes a car into a giant sword fish that was inches away from impaling him through the face.)
    Max: Are you thinking what I'm thinking?
    Chief: I don't know. Where you thinking, "Holy shit, holy shit, a swordfish almost went through my head"? If so, yes.
  • 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, smiles and flirts with 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 that Max didn't walk out of before, and make her drop, unnoticed by the air marshal.
  • Ditzy Genius: Max is CONTROL's top analyst — too bad he wants to be a field agent... He's clearly very intelligent and competent, but he's an analyst again, so he's rather clumsy while trying to be a field man, that is.
  • 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)
    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: 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.
  • Double Take: Agent 99's reaction at the sight of Max dangling from a cable connected to a plane to come and rescue her.
  • 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.
  • 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: Siegfried 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.
  • Flashback Cut: To Max's time in boot camp, multiple times.
  • For Inconvenience, Press "1": 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[...] If you're calling from a rotary...
  • 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"
  • 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)
    Agent 99: 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 takes a picture of the car)
  • 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.
    • Agent 99 kicks a goon in the family jewels during the confrontation at the party.
    • Dalip, on the other hand, has Balls of Steel and ignores Agent 99's low blows.
  • 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.
  • Heel–Face Turn: Dalip, The Brute of CHAOS, ends up giving Max a tip on how to defuse the nuclear bomb Siegfried planted after Max offers him advice on how to fix his weakening marriage.
  • 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.
  • I Know Karate: Parodied. While arguing with Agent 99 about his readiness for the mission, Maxwell Smart remarks that "I am an expert in the art of Hwa Rang Do." He takes a fighting stance... and 99 punches him in the face.
    Max: I was not ready!
    99: (starts to walk off) That's my point.
    Max: Yeah, you know what, that— (99 turns around and slaps him for good measure) Hey—what was that?
  • 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, and 99 has enough frustration to insist on taking lead once they're on the ground.
    • That said, Agent 99 does make a mistake of her own when she dives after Max without taking the second parachute, which allows a tentatively-identified KAOS assassin to follow them out of the airplane.
  • If I Wanted You Dead...: 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.
  • 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 after their fall from the plane, six miles outside of Smolensk, at which point 99 decides to express her legitimate frustration over Max's incompetence:
    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?!
  • 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.
    • Then 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.
  • 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.
  • Laser Hallway: 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 a rat in his suit.
  • Leg Focus: Agent 99 undoubtedly has a nice set of shapely legs, most notably seen during her laser web gymnastic routine at the party while wearing a Sexy Slit Dress.
  • Logical Fallacies: The exchange when Max first encounters Siegfried. It's saved by Siegfried not actually being fooled. As well as the fact that it's a direct quote from the show. 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.
  • 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.
    • Agent 13 and his improbable disguises.
    • A lot of the show's myriad of Mad Lib Catch Phrases get to show up. note 
    • The robotic spy fly appears and is once again swatted by an agent thinking it's an ordinary fly.
  • Naked People Are Funny: Max standing in front of the orchestra, with his ass on full display.
  • Neck Lift: During a fight with Dalip, The Brute lifts Agent 99 by the neck one-handed.
  • Nice Guy: Max again, who is a kind and agreeable individual who gets along with pretty much everyone.
    • Agent 23, despite being The Ace, is the only agent who doesn't either at first dismiss Max or treat him like dirt. Subverted when 23 is outed as The Mole and stops being anything resembling nice.
    • Agent 99 is, at first, more of a Jerk with a Heart of Gold (still a good person, but rather standoffish, blunt and irritable), but thanks to her Character Development and her building a relationship with Max she most definitely becomes a Nice Girl.
  • 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.
  • 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.
  • 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.
  • Omniglot: Max's old job requires him to listen in on conversations from worldwide sources in a dozen different languages.
  • 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."
  • Ow, My Body Part!: "Sir, I believe you just shattered my coccyx!"
  • The Peter Principle: Max proves himself capable as a field agent, but Da Chief 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.
  • 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, while another one's wife is being threatened by Siegfried.
  • Punch! Punch! Punch! Uh Oh...: Dalip responds to most attacks on him (including a Groin Attack) with a dopey Evil Laugh.
  • Punched Across the Room: After Siegfried calls Dalip's wife ugly, the camera cuts to the outside of the car, and Dalip punching him from the driver's seat so hard he's blown through the door (which is knocked off its hinges!) and goes flying over the causeway railing and into the water below.
    Shtarker: Wow! What good hang time, huh!
  • The Remake: Of Get Smart.
  • 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 villain in an episode of the Original Series.
  • She-Fu: Though not technically combat, Agent 99 uses nimble backflips and other gymnastics moves to thread her way through a laser web.
  • 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.
    • 99 and the laser hallway to Entrapment.
    • The taunting and brawling in the Presidential War Room to Dr. Strangelove.
    • The outside of a plane flying in the air is shown. The airline's name is Yarmy Airlines...Don Adams's real name was Donald Yarmy.
    • The parachuting scene borrows heavily from the similar pre-title sequence of Moonraker. Khali is similarly a Jaws expy.
  • 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 Casino Royale (2006).
  • Spy School: The training program that Maxwell Smart goes through. Includes boot camp and a paintball firing combat course.
  • Squirrels in My Pants: 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...
  • 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.
  • Stepping Out to React: Max learns that he's been promoted to an Agent in the middle of a staff meeting. He calmly activates the Cone of Silence and turns away so he can overreact without the others hearing him: "OH MY GOD, I'M SO HAPPY! THIS IS THE GREATEST DAY OF MY LIFE!" Unfortunately, he fails to press the button hard enough, so everyone hears him anyway.
  • Super-Toughness: Dalip's Establishing Character Moment is surviving falling out of a cruising airplane without a working parachute with no apparent ill effects.
  • That Came Out Wrong: When Max is sitting down with 99 after overhearing two henchmen talking about dynamite 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.
  • Those Two Guys: Larabee and 91 as well as Max's friends Bruce and Lloyd, who get their own Spin-Off movie.
  • Toilet Humor: There's something to be said for Max being able to turn his pee-stream on and off when eavesdropping on unsuspecting Russians.
  • Took a Level in Kindness: Agent 99, being a Defrosting Ice Queen, has this type of Character Development, becoming progressively nicer and less standoffish.
  • 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.
  • Ugly Slavic Women: Played with. One group of women at a fancy dress party infiltrated by Max and 99 are your more typical Sensual Slavs (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.
  • Undressing the Unconscious: While attempting to use a knockout dart on a guard so that they can infiltrate their target's mansion, Max accidentally sucks in the poisoned dart, knocking himself out. When he wakes up, he finds that Agent 99 has changed his clothes for him, including his underwear.
    Max: Am I wearing boxers? Just so you know, I prefer briefs. For their security, and peace of mind.
  • 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 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. It even provides the Page Quote!
    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!
  • World of Snark: Characters good and bad make snarky comments throughout the film.


Video Example(s):


Shoe Bomb

Maxwell Smart tries to pick gum off his shoe (possibly his Shoe Phone), only for a passenger to mistake it for a shoe bomb. It's not helped when someone mishears "gum" as "gun".

How well does it match the trope?

5 (2 votes)

Example of:

Main / MistakenForTerrorist

Media sources: