'Get Smart' (PG-13)(out of four)

I absolutely loved the classic 1960s TV series "Get Smart," which was created by Mel Brooks and Buck Henry as the American comedy answer to James Bond. It featured the late Don Adams as bumbling spy Maxwell Smart (Agent 86) and the oh-so-gorgeous Barbara Feldon as sexy Agent 99. Each week, they would join forces with other CONTROL operatives as they battled the evil KAOS organization with such cool devices as shoe phones and the "Cones of Silence" (hilarious plastic hoods that would descend over people to muffle out their classified conversations).

When I heard they were making a big-screen version of the show, I had to pause. That was tried before when Adams and Feldon reunited for the ill-fated "Nude Bomb" movie in 1980. And I've almost managed to erase from my memory the short-lived 1995 Fox reunion series "Get Smart" (Andy Dick as their son?).

But when I heard that the wonderfully deadpan Steve Carell would play Agent 86, I rejoiced. "What perfect casting," I thought. And with the lovely Anne Hathaway in the role of Agent 99, joined by Dwayne "Don't call me 'The Rock'" Johnson and Alan Arkin, how could this movie possibly go wrong? Unfortunately, it found a way.

The film begins promisingly enough. Homage is paid early to Adams as Carell walks through a government building where memorabilia from the old days of CONTROL are being displayed. He looks respectfully at a car and a suit once utilized by his predecessor. Then, with the classic theme music playing, Carell does the famous walk through a series of security doors (now amped-up with digital effects) before entering a phone booth for the quick elevator ride to CONTROL headquarters. So far, so good.

Once inside, we learn that Maxwell Smart is not yet an agent. He's an analyst who writes incredibly long reports and is desperate to make the leap to field operative. He doesn't get much respect from the agents, one of whom calls him "Maxi-pad." There's one exception: the suave, super-cool Agent 23 (Johnson), whose entrance into a room makes receptionists swoon (Johnson certainly has charisma).

"Analyst" Smart makes the leap to "Agent" Smart after KAOS launches an attack on CONTROL, seriously depleting the supply of field operatives. Smart's boss, The Chief (Alan Arkin), teams up the newly promoted spy with the sexy and very competent Agent 99.

The two don't particularly care for each other at first, which might be because Carell plays his character as argumentative, petty and a bit jealous. I'm not sure why, as part of the charm of Adams was he played his role with a misguided, but likeable self-confidence.

Probably the biggest problem is that jokes really aren't very funny. Screenwriters Tom Astle and Matt Ember ("Failure to Launch") have strung together a lot of scenes that seem strangely disconnected and lifeless. Smart is on an airliner when he tries to get gum off his shoe by striking it with a match. Surprise, surprise, the other passengers tackle him as a suspected terrorist bomber.

There are some funny moments. Anne Hathaway and Carell do a re-creation of the Catherine Zeta-Jones' slither-through-the-laser-beams sequence from "Entrapment." Masi Oka ("Heroes") and Nate Torrence are also quite effective playing the geeky gadget guys for CONTROL. However, if you've seen the trailer, you have truly seen the best parts of this film.

Director Peter Segal ("The Longest Yard" remake and "The Nutty Professor II") seems to have held reign over a mess. An aerial sequence in which Smart drops out of an airplane lavatory and is rescued by Agent 86 should have been either thrilling or funny, but it's neither.

I also cringed when for some bizarre reason, the c hief of CONTROL and the vice president of the U.S. start a physical fight during a meeting.

Some good actors are wasted: The evil-looking Terence Stamp pops in from time to time as the KAOS villain, but doesn't have much to do, nor does his sidekick, played by Ken Davitan (the fat, naked guy from "Borat"). And why did James Caan agree to sign on as the president? He must miss those "Las Vegas" paychecks. Couldn't they have gotten someone cheaper to do a bad impression of President George W. Bush?

There are some interesting cameos in the film. Bill Murray pops up, as does frequent original "Get Smart" actor Bernie Kopell. However, Feldon does not appear. Depending on who you ask, she either had a scheduling conflict on the day she was to shoot her scene, or she just declined. I like to think she saw the handwriting on the wall.