That is, until the nefarious agents of CONTROL's arch-nemesis, KAOS, led by the sinister Siegfried (Stamp), attack. CONTROL's field agents are compromised, except for star agents 23 (Dwayne Johnson) and 99 (Hathaway). The Chief has no choice but to promote Max: He becomes the newly minted Agent 86.

Max idolizes the suave, macho 23. But the Chief pairs him with 99, a senior operative whose youthful looks belie her years of experience. She'll have none of it: She won't go into the field with the inexperienced Max on a dangerous mission to discover KAOS' plot. To Max, it's an unexpected kick to the, uh, ego.

But go they do. And things begin to go wrong almost immediately, on the flight to Russia. Max finds himself in a gravity-induced predicament out of which Agent 99 must rescue him. It's only the first of many tight spots.

But Max also proves himself to be resourceful, if clumsy and overeager. And when he and 99 begin to close in on KAOS' true motives, 99 learns to trust him, even to the point of putting her life into his fumbling hands.

Oh, Max ...

Get Smart is the latest attempt to transform a once-popular television show into a major feature film: in this case, the ground-breaking 1960s satirical series by comic masters Brooks and Henry that made stars of Don Adams and Barbara Feldon and introduced an entire lexicon of dopey catch-phrases to baby boomers.

It's doubtful that the intended audience for the updated movie will have much of an emotional connection with the show, but filmmakers have decided that doesn't matter: They've reconceived the Cold-War-era satire into what they call a comedic version of The Bourne Supremacy.

That means Carell's brand of antic comedy amped up with high-stakes 21st-century action, with some post-modern risque humor into the mix. The results are mostly pleasing: Boomers whose memories are still intact will appreciate the many homages to the original show (the shoe phone, the Cone of Silence), while the rest of the audience can simply take the movie on its own terms as a diverting, if forgettable, summer entertainment.

Key to the film's success is the appeal of the central actors. Carell does a variation on his earnest dork from The 40-Year-Old Virgin; Hathaway puts a bit of spitfire into her kick-ass 99 while nodding to Feldon's original with a pageboy wig and a wardrobe full of '60s-inspired pantsuits. Arkin mines a lot of laughs out of his minimal role, as does an underplayed Stamp. Johnson shows chops for ironic comedy, making fun of his own image as a he-man superhero.

The jokes are pretty tame for the most part, and while the action is engaging, it's still a PG-13 version of the real Bourne.