NOTE: This spoiler was sent in by Cori who says... "There were a lot of funny parts throughout the movie and small hints of the original TV show."

The movie begins with Maxwell Smart getting ready for work and walking through Washington D.C. He enters a museum, which has many of the props from the original television series. You can hear the tour guide in the background speaking about how Control was a secret organization of spies that protected the United States during the cold war. Max goes through an employee entrance where he then goes through a series of doors before entering a telephone booth elevator.

Once in Control, co-workers are all discussing how the results from the latest field agent tests are being released. Max hopes that the eighth time will be the charm. He is tired of sitting at a desk and wants to be out in the field. There is a training exercise where some of the Agents and office workers are playing paintball. Max and Agent 23 are the only ones left on their team when they finish off the remaining six from the other team. After presenting a long briefing to a few of the agents, the chief calls Max into his office. It is here that the chief says that Max passed his field agent test but will not be promoted because he is too valuable as an analyst.

Max is walking around the city when a woman, agent 99, literally runs into him. She apologizes and after some flirting between the two, runs off. As Max is reentering Control, he sees that it is a mess and that someone got past the security. As he stealthily enters the main room, agent 99 who realizes he works in Control attacks him. The two hear people coming and Max sets a diversion, only to hit the chief in the head with a fire extinguisher.

A new meeting is taking place in a safe room underneath reflection pool. Max enters through a hidden entrance in the middle of the pool. It seems that all of the agents have been compromised except agent 99, who just came back from massive plastic surgery, and the newest agent, 86. When Max asks who agent 86 is, the chief responds “You Max.” Max then requests a cone of silence to shout for joy, but doesn’t hit the button hard enough so the others hear everything. Agent 99 voices concern over working with a novice, but goes anyway.

The two agents are on a plane for Russia and are making sure their cover story of being a married couple is in sync. There is a large man in the back of the plane whom Agent 99 assumes is an assassin. Max sees gum on his shoe so he takes out a match to push it off. Someone sees it and yells that he’s lighting a shoe bomb. He responds it’s not a bomb but gum, yet in the panic people here gun. A federal marshal tackles Max and places him under arrest. Max is now handcuffed and makes his way to the bathroom where he reveals a hidden compartment with parachutes. He attempts to remove the handcuffs but continues to shoot himself with small arrows, until one arrow hits the release button hidden in the smoke detector. The floor drops and Max begins to fall. Agent 99 enters the bathroom and sees that both parachutes are still there. She quickly grabs hers and hits the escape button to follow Max. She catches him and then they see the big man behind them, with the other parachute. A mid-air fight takes place and it ends with the big man landing on a barn and the two agents landing safely on the ground.

They go out for dinner at a restaurant that Max knows about through his work as an analysist. While in the bathroom, he over hears two men talking about a bomb. Suddenly his watch starts beeping, he tells the men that it’s time to take his pills but it turns out his watch detects radioactive material. One of the men walks out of the bathroom and leaves the restaurant so Max and Agent 99 follow. They reach the house of Ladislas Krstic, who is having a party. Max planes to take out the security with a knockout blow dart, but instead of shooting it he swallows knocking himself out. When he comes to, he is wearing a tux as Agent 99 is zipping up a dress. The two enter the party where Agent 99 quickly flirts with Krstic and asks him for a dance. While dancing, Max goes looking for clues before joining them on the dance floor with a large woman he picked out of the crowd. After a slight dance off, Max and Agent 99 retreat because Max found that the information they needed was in the office. Entering through the sewer, Agent 99 sets off a small smoke bomb, which reveals the laser field. The two carefully make their way through the field but Max is distracted by a rat that crawled out of the sewer and entered his pants. They make it through the field, but Max’s tux is all cut up. After a quick look at the computer, security arrives and there is a battle to escape. Max shoots Krstic and the two agents escape.

The information on the computer leads the two agents to a bakery where Max enters Kaos’ secret chambers. He runs into Siegfried. The two talk and Max thinks that he tricked Siegfried into thinking he is also part of Kaos. They talk about Ode to Joy, which is playing in the background. Siegfried mentions that he loves the bang in the ending (important later) and then tricks Max into a locked room and reveals that he is aware of Agent 99 in the air vents. Max informs Agent 99, through a transmitter in his mouth, that they are compromised and to get out. As he gets out, he sees all of the stolen nuclear weapons in the basement of the bakery and sets some key explosives to bury them. The two agents exit the building through the roof only to be trapped by the same large man from the plane. After fighting, Max uses psychology to stop the man. It turns out that Max knew the man from his intelligence and calms him down by saying that it wasn’t too late to fix his marriage and that he too enjoys Ryan Seacrest. The man helps the two agents escape.

Agent 23 was sent to supervise the cleanup of the bakery but claims there was no evidence of any nuclear weapons there. Agent 23, Agent 99, and the Chief are talking on the phone about how Max was the only one to see the weapons and that he killed Krstic before being able to get any information from him. Max enters the hotel room and overhears Agent 99 saying, “What do we do about Max?” Max thinks that 99 is a double agent and asks her to hand over the phone. She pushes a button first and sleeping gas is released as Max hears the Chief’s voice on the other end of the phone. Max wakes up handcuffed in the back of an SUV with 99, 23, and the chief. He is being arrested as a double agent.

In a meeting with the Vice President, a random call arrives from Siegfried who wants money in return for not giving the launch codes of all the weapons to United States enemies. The Vice President hangs up but the Chief can tell it’s not a prank. He takes 99 and 23 to LA where the President is to speak with him directly. The president says that he agrees with the Vice President that the threat can’t be taken seriously. During this same time period, Max hears a message on the radio during the Ryan Seacrest top 40 that says there’s a hot one in LA. Max escapes from his cell and makes his way to LA. After exiting the hidden control, Max finds himself in the museum where he takes the original Control items, including the shoe phone.

In LA, Max meets up with the three and tells them what he knows. The chief believes him saying that no double agent would escape captivity just to meet up with the people who locked him up. They try to figure out exactly where the bomb will be when a plane flies by carrying a banner which reveals the president will be at a concert that evening.

The four then head towards the concert hall where the secret service laugh them off claiming they checked every part of the hall and if there was a bomb, they would know. Siegfried enters through the musician’s entrance carrying a violin case. At the same time, the big guy from earlier sends the bomb down a secret chamber. Siegfried grabs the bomb and sets it before leaving. The concert is being broadcasted over the radio so as they drive out of town, he is listening.

It’s at this point when the four agents are trying to figure out what to do and Max realizes something about Agent 23. Max’s watch is going off and it turns out that 23 is the double agent. Agent 23 takes out his gun and aims it at Agent 99’s back. He takes 99 into the car tying her hands together before driving off. He then sets the codes for the bomb back in the concert hall. Max and the chief commandeer a plane to follow. Max lowers himself down to the car in the largest action scene of the movie. The car then lands on train tracks while Max and 23 are still fighting. 99 escapes the car right before a train hits it. She thinks that both men are dead, but Max walks out from behind the cloud of smoke. They both look at the controls for the bomb. The control panel is destroyed from the fire but they can see the title says “Operation Joy” which lets Max realize it has to do with Ode to Joy (from earlier in the movie). The three agents race to the concert hall and Max tackles the conductor stopping the concert before the end of Ode to Joy. The secret service arrives on stage and Max tells them the bomb is under the piano, a complete guess. They look and find the bomb.

Back in control, Max is being congratulated for saving the day. Agent 99 goes to kiss him but Max stops her saying that no one in control knows they are dating. The chief walks past and says, “yes we do.” The two agents leave together and the credits start to role.