- Directors: Peter Segal
- Producers: Alex Gartner, Charles Roven, Andrew Lazar, Michael Ewing
- Writers: Screenplay, Tom J Astle, Matt Ember, Characters, Mel Brooks, Buck Henry
- Genres: Action, Adventure, Comedy, Crime, Mystery, Thriller
- Actors: Steve Carell, Anne Hathaway, Dwayne Johnson, Alan Arkin, Terence Stamp, James Caan, Ken Davitian
Maxwell Smart, an analyst for the top secret American intelligence agency CONTROL, yearns to become a field agent like his friend Agent 23 whom he idolizes. Despite scoring extremely well in the acceptance tests, Max is denied the promotion as the Chief of CONTROL feels that Maxâ€™s analytical skills are too valuable in his present assignment. This changes when CONTROL headquarters is attacked by its arch-enemy, the terrorist organization KAOS, led by a man known only as Siegfried. As a result, almost all of CONTROL’s agents’ identities are exposed, leaving only Max and Agent 99, whose recent plastic surgery has protected her identity, to pursue the culprits whilst former field operatives such as 23 are demoted to desk jobs. Max is promoted to field agent status with the codename Agent 86, but the experienced 99, viewing the naive and bumbling but overwhelmingly enthusiastic Max as an irritating encumbrance, is reluctant to partner with him.
After a series of mishaps while travelling on a commercial airliner, Max and 99 infiltrate Russia by parachute, hoping to trace KAOSâ€™ recent acquisition of nuclear materials through its chief bombmaker, Krstic. Along the way, they are attacked by Dalip, a formidable henchman of Siegfriedâ€™s. Infiltrating a luxurious party hosted by Krstic, they trace the nuclear material (specifically Yellowcake uranium) to a KAOS nuclear weapons factory disguised as a Moscow bakery, but Max is forced to shoot Krstic when he and his men corner them. Infiltrating the bakery, Max meets with Siegfried and his second-in-command, Shtarker, only to learn that Siegfried was expecting him; a double agent has compromised his and 99’s identities. Max manages to escape capture and seal the weapons factory with explosives. During their escape, Max and 99 are confronted by Dalip; realizing that he knows Dalip through hours of listening to him on spy â€˜chatterâ€™, Max manages to persuade Dalip to spare their lives by giving him advice on how to repair his failing marriage. The Chief sends 23 to observe the clean-up of the factory, but KAOS manages to sneak the weapons out through the Moskva River, leaving 23 to report that only a bakery has been destroyed. Realizing that Max was alone during his key discoveries, CONTROL believe Max to be the double-agent; 99, who has been gradually falling in love with Max through their shared experiences, is heartbroken but takes Max into custody.
Subsequently, CONTROL becomes a laughing stock in the intelligence community, and their advice is disregarded when Siegfried transmits a threat to the United States government; pay him $200 billion or he will release the missile codes to rogue states. Whilst Max is in a CONTROL holding cell, Dalip sends him a coded message via the radio show American Top 40 revealing Siegfriedâ€™s plan; as a â€˜demonstrationâ€™ he intends to detonate a nuclear device during the Presidentâ€™s visit to a concert performed at the Walt Disney Concert Hall in Los Angeles. Max escapes from CONTROL and flies to Los Angeles to unite with the Chief, 99, and 23, who have flown out to persuade the President to take the KAOS threat seriously. Although 23 is skeptical, Max manages to convince 99 and the Chief that he is not the double agent. As KAOS plants the nuclear bomb in the concert hall, Max discovers trace amounts of radioactivity on Agent 23, exposing that he was lying about the bakery; revealed as the double agent, 23 takes 99 hostage and flees, forcing Max and the Chief to give pursuit. Managing to infiltrate 23â€™s car, Max rescues 99 and confronts 23, but in the struggle the car is set on fire and forced onto railroad tracks; 23 is killed when the car collides with a freight train. Realizing that the bomb will explode with the final notes of Beethoven’s “Ode to Joy”, Max, 99, and the Chief manage to reach the concert hall and tackle the conductor with seconds to spare, preventing the bomb from going off. During their escape, Siegfried insults Dalip once too often, previously threatening to kill his wife if he failed. Even though he has no intentions of killing her, he openly states that he would be “doing the sighted world a favor” if he did so. Finally having had enough, Dalip throws Siegfried out of their car over the side of a bridge in response. Max is hailed by the President as a hero, and walks off the stage heroically, with no one mentioning that there is a huge hole in his pants exposing his bare bottom, because it would ruin his moment. As CONTROL celebrates their success, he and 99 begin dating.