By the generally dismal standards of TV series-to-feature-film adaptations, this reworking of Mel Brooks and Buck Henry's Cold War-era spy spoof is a smashing success. Of course, that's setting the bar pretty low: More objectively, it's a light, silly instantly forgettable comedy peppered with action set-pieces and affectionate nods to its fondly remembered predecessor, including a gracious end-credits dedication to the late Don Adams and Edward Platt. Rumors of CONTROLs' death of have been greatly exaggerated: Though the Cold War intelligence agency is widely believed a literal museum piece, nothing more than a collection of retro artifacts (including the notorious shoe phone) lovingly preserved in glass cases, it's actually alive and well and battling the evil minions of KAOS. Maxwell Smart (Steve Carrell), CONTROL's star analyst, wants to be a field agent like glad-handing Agent 23 (Dwayne "The Rock" Johnson), but the Chief (Alan Arkin) is never going to promote him – Max is too valuable where he is. That is, until KAOS mounts a direct assault on CONTROL headquarters and blows the cover of every CONTROL agent in the world, excepting Agent 99 (Anne Hathaway), who's just returned to duty with a surgically altered face. Max and 99 – who resents mentoring a rookie -- are sent to Russia to figure out why KAOS big-boss Siegfried (Terence Stamp) is stockpiling radioactive materials. Equipped with nifty gizmos designed by lab geeks Bruce (Masi Oka, of TV's Heroes) and Lloyd (Nate Torrence, of TV's Studio 60 on the Sunset Strip), Max bumbles his way through one high-intensity situation after another, infuriating 99 but somehow managing to get the job done. Adapting a spoof rooted in 40-year-old attitudes and pop-culture obsessions is tough, so the filmmakers update and massage the characters and situations to fit the now popular action-comedy formula. Where Don Adams' Smart was an arrogant bonehead Carrell's is inexperienced and naively clueless; Hathaway's 99 is considerably less patient than Barbara Feldon's with having to save him from himself. Arkin stands out as the no-nonsense Chief, and the supporting cast is crammed with distinctive performers: Larry Miller and Terry Crews as bully-boy agents, Patrick Warburton as a mechanical superspy, Ken Davitian as Sigfried's venal sidekick and pro wrestler Dalip Singh as his Jaws-like bodyguard, Bill Murray as unfortunate Agent 13, demoted to surveillance duty from inside a tree trunk. Tips of the hat to the original include a cameo by original-Siegfried Bernie Koppell, the Feldon-esque wig Hathaway dons for one set piece;and Carrell's smooth appropriation of Adams' signature catchphrases: In all, something for newcomers and old fans alike. The companion piece GET SMART'S BRUCE AND LLOYD: OUT OF CONTROL, which unfolds within the same time frame as the feature but focuses on the homefront adventures of techies Bruce and Lloyd, went direct to DVD immediately after GET SMART's release.