BOTTOM LINE: Surprisingly, much of this big budget remake captures the spirit and nuances of the original 1960's TV show, particularly with the charismatic performances of the cast; but the out of place action scenes and certain adjustments to the characters themselves make this film silly, which is a shame because without them this would have been a great remake instead of a mediocre one.

THE GOOD: The previews for this remake didn't fill me with much hope that its makers had captured the spirit of the television show, but I was surprised to see that a lot of what they'd done is actually faithful to the show. Maxwell Smart (Steve Carell) gets his first job for Control as a secret agent in the field. He is partnered with Agent 99 (Anne Hathaway) and together they go about stopping Kaos from its diabolical plans to conquer the world. Steve Carell does an excellent job of playing Maxwell Smart; he's not Don Adams but he never could be. Instead, we get a portrayal of Maxwell Smart that feels right. Carell manages to infuse Max with that same sense of bumbling foolhardiness combined with an eccentric intelligence that made the character so funny in the television series. The entire second Act of this film is great for this when we see him in action as an agent and it is this part of the film that recalls those fond memories of the original television show. Anne Hathaway is great as Agent 99, the more competent agent in the partnership. Dwayne Johnson is very good as the tough guy Agent 23 who seems like a great agent for Control but maybe there's something else going on. And Terence Stamp is spot on as the evil Siegfried, hired by Kaos to put their plans in to action. The cast is fabulous and elevates this film beyond the substandard remake this film easily could have been. I enjoyed seeing Max walk though all those doors to get to the Headquarters of Control; it was a very nice touch, even with the phone booth at the end as in the TV show. There's some very good comedy on display, with most of it coming from Carell. A lot of this remake of "Get Smart" comes close to capturing the spirit of the television series which makes this film a good piece of entertainment when it's focused on its character and clever dialogue moments.

THE BAD: There are a few places that "Get Smart" falls down. The absolute major drawback is the inclusion of several action sequences which were clearly targeted towards getting a youth audience to see the film. The best parts of the original television show were the funny dialogue and embarrassing situations that Max found himself in; the inclusion of the action scenes in to this remake make for some very silly and childish moments that detract from the stronger character and comedic moments. Seeing Max flying over the tops of cars as he tries to hang on to a banner attached to the bad guy's car is wacky and not reminiscent of the original show at all. Then there's the over the top banana peel moments. Some work because an intelligent joke follows it (such as when Max accidentally loosens the beads on a door divider which later on cause a bad guy to slip on them; his response later, "I set that up"). But others are just embarrassing. As an example, Max's use of a small bow and arrow in a plane toilet to try and shoot off his hand cuffs is banana peel stuff at best, and on top of that they have to repeat the joke of him shooting himself about ten times. "Get Smart" is a spoof, but it works best as an intelligent one, not as a stupid one. Some smaller drawbacks are in the first half of the film. Agent 99's animosity towards Max may be understandable but its out of place given the original setup of the characters from the TV show had 99 take a more understanding approach to Max. Max's set up as a data analyst who wants to get out in the field as an agent felt out of place, largely because the original show had him out in the field in each episode. Agent 23's introduction is quite silly. But perhaps the worst thing was seeing 99 and Max get together romantically at the end. I guess it's how you look at it. If you're a fan of the show these types of things will be irritating, but a younger audience who has never the show will probably go for it. Even not taking these issues in to account, I think the film would have been much better if it relied more on clever dialogue and character moments, but hey, Hollywood shies away from that sort of things these days doesn't it?