The Cold War may be over, but that doesn't mean it can't still be milked for laughs. Get Smart, the sassy film version of the Mel Brooks/Buck Henry-created '60s TV satire, brings plenty of elements of the original series and spins it freshly into the new world of bad guys in the 21st century, pretty much without losing a beat. Steve Carell is perfectly cast as the bumbling Maxwell Smart--but in a slick improvement on the TV show, Smart isn't really hapless--though he has a bit of a self-esteem problem (all around his apartment are sticky notes with exhortations like "You can do it!"). Carell's Maxwell Smart is a sharp techie researcher at the uber-secret crime-battling agency, CONTROL, who's just a little out of his element out in the field. As his data-crunching sidekick Bruce (Masi Oka of Heroes) says, "We're the ones guarding democracy!", aghast that Max would want to be an agent. But Max longs for the action enjoyed by the likes of Agent 23 (a godlike Dwayne Johnson), with glamorous deployments around the world. When he finally gets his dream assignment--as the newly minted Agent 86--he's paired up with the slick and experienced Agent 99 (Anne Hathaway), who provides great lines, not to mention some interesting chemistry, while she continually saves Max from harm's way. The cast is terrific, with memorable appearances by Alan Arkin as the Chief, Terrence Stamp as the head of the uber-evil KAOS, and Bill Murray as a (literally) put-out-to-pasture agent whose spy post is inside a tree ("really great, old-school stuff" he calls his assignment). And there's plenty of action, explosions, and creative shootouts with the bad guys (highlight: a freefall from a plane, with two people and just two parachutes). But it's Carell and his combination of insecure yearning and deadpan delivery that make Get Smart as well smart as it is. --A.T. Hurley

Steven Carrell, Anne Hathaway, Alan Arkin, Terence Stamp, The RockDirector: Steven Segal