The film opens with Maxwell Smart (Steve Carell) getting ready for the day. Around his apartment are little post-its with messages such as, “Test Results Today!”, “Buy milk”, “8th time’s the charm!” and “Get New Goldfish”. After saying goodbye to an online buddy of his (they're both into Ryan Seacrest, and his buddy is complaining about how his wife thinks he works too much -- important), he drives to a museum where we hear a tour-guide lecturing about how the world-famous group CONTROL was disbanded shortly after the Cold War ended. Max pauses to admire an old 1965 Sunbeam Tiger (fans take note) and a certain suit (important) and then heads into an employees only room, where he walks to a phone booth, punches in a number, and is whisked down into the CONTROL center (warning: this is the first of many puns I’ll be making). After passing through a bunch of metal doors (one of which he has to go through twice when he drops something), he reaches the CONTROL hub where two agents, Larabee (David Koechner) and Agent 91 (Terry Crews) proceed to pick on Max and his tech buddies, Bruce (Masi Oka) and Lloyd (Nate Torrence). Getting away from them, Bruce and Lloyd reassure Max about the field test results just as BMOC Agent 23 (Dwayne Johnson, who does a pretty good job) arrives. Everyone fawns over him, but it’s pretty clear that the only one he genuinely likes and respects is Max. Later on, in an all-agent meeting, Max is giving a report on possible Russian terrorists (interrupted briefly by 23 breaking 91’s Blackberry which Larabee was using to text someone) who may be operating out of a bakery, supported by the frequent use of the word muffin (which he also notes is a delightful pastry product that goes well with coffee). In the middle of this, The Chief (Alan Arkin) arrives and asks Max what their move should be (Max says they should send agents in, of course) and tells him to keep at it.
On the other side of the world, in Chechnya, we see members of the group known as KAOS stealing nukes from a factory. Their leader, Siegfried (Terence Stamp) tells them to load them all up quickly. One of his henchmen asks what the plan is, and Siegfried responds by shooting him. He turns to his second in command Stacker (Ken Davitian) and tells him, "No questions." to which Stacker readily agrees. Back in CONTROL, we see a paintball match going on with 23 and Max against six other agents, including Larabee and 91. Max gets Larabee in the b---s and 23 dominates the other five, but they still work well together. After the game, Max is called up to The Chief, who tells him that while he did get a perfect score on the test, he's too valuable an analyst to promote (Max, deadpan: "So, to be clear -- you're not promoting me because I'm so good at my job?"). The Chief apologizes and Max, depressed heads home and proceeds to give someone very important to him a goodbye speech....that turns out to be addressed towards a cute little puppy he had been thinking of buying. As Max is saying goodbye, though, a young woman runs into him (like, literally). He tries to flirt with her, but she's obviously not interested, and so he heads home. When he gets in CONTROL the next morning, though, he finds that the whole place is a mess, with wires sparking and everything. Someone points a gun at him, and it turns out to be the girl from yesterday, who is actually the famous Agent 99 (Anne Hathaway). Before Max can succumb to fanboy giddiness, though, they hear something moving towards them. After taking up positions, Max fires a hose at the approaching figures and rushes the leader with a fire extinguisher. He hits him smack in the head....and sees that he just knocked out The Chief, prompting him to say, "Sorry about that, Chief." (And the Get Smart fans rejoice).
The next day, Max is walking in the park alongside the reflecting pool when a voice whispers his name. He turns and sees Agent 13 (Bill Murray), hiding in a tree and feeling very lonely. He tries to get Max to stay and chat with him....just for a little while. However, Max is quickly becoming uncomfortable and leaves, promising to say hi later and begging 13 not to cry (he does, though). In the pool, Max walks on a hidden path to one duck just sitting there. He lifts the duck up and climbs down into the new center of CONTROL. He joins Bruce, Lloyd, 99, Larabee, and everyone else who's had a speaking part and is a good guy around a conference table. Before The Chief can start the meeting, Max loudly requests the Cone of Silence. The Chief begrudgingly obliges, and Lloyd whips it out and activates it, causing large transparent cones to descend around all of them.....individually, making it hard to speak. Somehow, they get Lloyd to deactivate it and he blames Bruce, though Bruce claims he said it MAY be ready for use. At any rate, the chief informs them that the names off all their agents were stolen and they are all now targets. The only people they don't know about are 99, who underwent plastic surgery and has a new face, and Agent 86.....Max. After misusing the cone to celebrate his promotion (trailer), the plan is made for Max and 99 to go to Moscow and investigate Ladislas Krstic, who they've been able to connect with KAOS through his purchase of nuclear weapons. After the meeting, Bruce and Lloyd give Max a little going-away present -- a swiss army knife with blade, nail-file, grapple, flamethrower, dart gun, and nail trimmers (handy).
On the plane to Moscow, we see Max and 99 sitting next to each other and trying to get to know each other (more by Max than 99). They each confess to having gotten makeovers, and while Max's picture shows him as weighing approximately 500 pounds, 99's has her as....Barbara Feldon (the original Agent 99, natch). 99 suggests they get their cover straight as a husband and wife with no children because 99 is more focused on her work, which Max thinks is understandable since she's so much younger. She corrects him by saying she's older than she looks, which then leads Max to note how dangerous it supposedly is (medically speaking) to have babies past the age of thirty-eight, and -- but the fight is prevented by the spotting of an assassin (Dalip Singh) in the back row. They stay calm and Max says that he'll take care of it, but pauses when he sees gum on his shoe. He takes out some matches to try to get it off, but someone sees the matches and yells, "He's got a bomb!" Max tries to explain that it's gum, but they hear gun, and the next thing you know the air marshall (cameo by Bill Romanowski) is charging in and tackling Max. Ten minutes later, Mx is all trussed up in the front row while talking to 99, and they say they're over the drop zone. Max manages to get in the bathroom (don't ask how) and after opening a secret compartment with parachutes for him and 99, tries to undo his straps with the crossbow/grapple on his knife but ends up becoming a pincushion instead. He pulls out the arrows and tries one more time, but the arrow ricochets and hits the eject switch, making the oblivious pilot go, "First package away." 99, tired of waiting, sneaks past the marshall (who's flirting with the stewardess) goes to check on Max, sees both chutes, and puts the pieces together. She grabs one of the chutes and follows Max (The Pilot: "Second package away.") just as Dalip (the assassin) enters the bathroom. He grabs the remaining parachute and hits the eject button (Pilot: "Third package away." Co-Pilot: "....Third package?"). In the sky, 99 catches up to Max, but Dalip catches up to them both and while he and 99 fight over and on a falling Max, the ground is fast approaching. Finally, 99 kisses Dalip hard on the lips, which remarkably shocks him into letting go and crashing into a barn. As Max and 99 land and make good their escape-via-motorbike, Dalip climbs out of the hole he made and roars in anger.
Back at the office, things are quickly going out of control, with the former agents now being forced to push pencils as Bruce and Lloyd hack their screens and covertly mess with them while taunting them with hints about a new super-agent program they're working on. Even 23 is feeling the pressure, stapling papers to Larabee's head for leaving the copier jammed, which the Chief calls, "CIA crap". Meanwhile, 99 and Max are having dinner in a tavern that Max claims many agents of KAOS visit. 99 is skeptical and is taking every opportunity to insult Max's methods and lack of experience. Max heads to the bathroom at one point, though, and manages to overhear a conversation between two guys that are going straight to Krstic's house. What's more, his watch starts beeping as soon as he gets close to one of them. He tells 99, explaining that his watch is a geiger counter, and she is reluctantly impressed. With the help of the home team, they make their way to Krstic's mansion and after a failed attempt at using the dartgun which results in Max going unconscious, 99 decides that they should pretend to be party guests. As they enter, Krstic walks up to them and asks 99 (who passes off Max as a deaf stable boy of hers) to dance. Max takes the opportunity to look around but can't find anything. The home team finds Krstic's private office in the heavily guarded guest house, and Max tries to get 99's attention, but she's too busy dancing. In order to get close to her, Max chooses a dance partner -- a rather large woman dressed remarkably like Cinderella -- and in an improptu dance off proceeds to knock the socks off everyone there. This is enough for 99, who thanks krstic and goes off with Max, who (with a small amount of bitterness) tells her about the guest house. They sneak into it through a storm drain with some explosive dental floss (courtesy of 99) and find the main hall filled with laser beams set to slice off anything that touches them. 99 picks her way through them very cleanly, only losing a small part of her wig. Max starts to follow her through, but halfway there a rat shows up in max's suit causing him to blaze through the rest, resulting in little cuts on his suit (the rat survives, though). They make their way to Krstic's office after Max accidentally wrecks some beaded ropes and find that the nukes came from a bakery in Moscow (a cover, of course). As they leave, Krstic and a few of his guards get the drop on them, but they are able to fight their way out. Elsewhere, we see Siegfried playing the violin (his music: "Ode to Joy") (important) when Dalip comes in. Siegfried threatens Dalip's wife if he fails again.
The next day, Max and 99 steal a car and drive into Moscow to prepare for an assault on the bakery that night. 99 gives Max a little throat mic he eventually gets the hang of and a black pill which will kill him in nine seconds if he's captured. They split up, with her taking the roof and him the front door. The woman on the counter tells him to take a number and he does, causing the shelves behind him to slide up and reveal an elevator. He enters and is taken down where he meets Siegfried and Stacker (this is the bit in the trailer between the three of them). They take him through the factory and tell him a little about their operation....and then stuff him in an interrogation room where they say that they DO know he's CONTROL. Max attempts to bluff his way out by saying, "Would you believe this building is currently surrounded by 130 CONTROL agents? How about 20 Army Snipers? How about Chuck Norris with a BB Gun?", but Siegfried leaves him with Stacker and Max manages to knock Stacker out. However, the door won't open without an eyescan by Stacker, so Max struggles to lift Stacker up and get his eyes scanned (shades of Borat here, if you know what I mean). Once he does, Max disables the two guards and lets 99 (going through the vents by now) that their cover is once again blown. She breaks out and starts fighting some guards as he finds a bunch of uranium. They meet up at some point and get to the roof, but end up closely followed by Dalip. They fight on the roof but just when 99 has been pinned under some debris and Max is about to be crushed by Dalip, something sparks recognition in Max, and he is able to convince Dalip that they are internet buddies by mentioning Ryan Seacrest to him and saying that if he took his wife with him the next time he killed someone, his marriage would be a lot better. This ploy ends up with Dalip ceasing his attack and hugging Max before leaping off the roof and into an apartment across the way when things start going boom. Max repeats this action but misjudges the distance slightly ("Missed it by that much!", he says, causing more rejoicing among the Get Smart fans), but since the pole drops them down to the street anyway, it's okay. They head back to the hotel, and on the way Max gets 99 to confess that the reason she changed her looks was that she blew a mission once and compromised her identity along with it, leaving her with the choice of a desk job or surgery. They go back to their room, and as they sleep we see an escaped Dalip, Seigfried, and Stacker loading up the nukes and escaping underwater.
The next morning, at the hotel, we see Max sneaking in with a flower and some candy only to hear 99 on the phone to 23 (remember him?). Turns out he got sent by The Chief to mop up the factory, but he says it's totally clean. The Chief, who's also on the line, asks if she saw any of this nuclear material, and she admits that she's only going by Max's word and asks what she should do. As he answers, Max reveals his presence and asks for the phone. She taps a button on the phone and hands it to him just in time for some knockout gas to....well, knock him out. He gets taken into custody and transported back to America (and along the way, learns that 23 and 99 are former lovers). As Max is locked up, The Chief heads for a meeting with the Vice President (Geoffrey Pierson), the Secretary of Defense (Blake Clark), the CIA Director (Kevin Nealon), the CIA Deputy Director (Larry Miller), and a dozen or so other government types about the President (James Caan) and his important trip to LA. However, the meeting is interrupted by Siegfried, who informs them that he has given twenty nukes to twenty unstable world powers and is set to detonate a twenty-first in LA. As CONTROL rushes to the location to stop the bomb (after a brief fist-fight between the VP and The Chief), we see Max finding out about the bomb via Ryan Seacrest radio (Dalip phoned in a message that they have a hot time in LA). Max manages to break out with the help of Bruce and Lloyd and after stealing the suit and car from the beginning, is on his way to LA.
Once in LA, Max catches up with the Chief, 99, and 23 (cameo by the shoe-phone here) and manages to convince them that he's completely serious and not a double agent. They figure out that the bomb must be in the concert hall and head there, but the secret service refuses to let them in, claiming they already checked the whole building. As they're being refused, we see Dalip bending back a panel on the building and smuggling the bomb inside to Siegfried, who is dressed as a musician. Siegfried goes to set it up and leave as the gang gets kicked out. Pondering their next move, Max's watch/geiger counter starts beeping because 23 is apparently radioactive, meaning he's the double agent. 23 grabs 99, ties her up, and drives off as Max and The Chief steal first a car and then a plane to catch up. Eventually the in-car fight over 99 and the launch codes between Max and 23 gets the car on a railroad track, and 99 breaks free with Max's knife, grabs the football, and leaps out. The car gets crushed by a train, apparently killing Max, but he shows up behind her. They look at the launch codes and its a wreck, but are able to see that the name is "Operation: Joy", which helps Max realize that the final notes of "Ode to Joy" (the song being played at the concert) trigger the bomb. The whole group races for the concert hall, get past the secret service, and get into the hall, where Max tackles the conductor with seconds to spare. Max tells them about the bomb and guesses that it's in the piano, and sure enough, it's in there. The crowd applauds and he takes a bow, revealing a little side-effect of the car battle -- his pants have had the seat torn off.
Later, at CONTROL headquarters, we see a new agent, Hymie (Patrick Warburton), arriving. Larabee and 91 try picking on him, but when he doesn't respond, Larabee punches him....and crushes his hand against the metal endoskeleton beneath Hymie's skin. Meanwhile, a party is being held in Max's honor and 99 shows up with dog Max had "broken up" with before, who she and Max have named Fang (one more series nod). Max tells 99 to keep it quiet since he doesn't want the others to know they're dating, but a passing Chief says they already know. Max and 99 and Fang leave through the security doors but the last one sticks. Max tries to fix it despite 99 telling him to forget about it....and he ends up getting crushed as the old theme music plays.
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