During the opening of Get Smart, the new big-screen re-visitation of the '60s spy spoof TV show created by Mel Brooks and Buck Henry, we're shown a montage detailing the mighty workings of the modern intelligence apparatus; covert microphones, satellite communications intercepts, frantic translation, secretive meetings. As top analyst Maxwell Smart (Steve Carell) walks the streets of Washington to the hidden headquarters of the secret agency where he works, listening to intercepted conversations to better understand the plans and thoughts of America's enemies, his iPod switches over ... to Abba's "Take a Chance on Me." Spies, it seems, are people too.

And pause here to think about the challenges facing any director who wants to make a spy comedy in our modern times. If you depict spies as too competent, the audience unconsciously fears for their civil liberties; depict spies as too incompetent, the audience unconsciously fears for their lives. Make the film's threat to the free world too credible, and the film's more scary than silly; make the threat to the free world too fantastic and foolish (as in the earlier Get Smart big-screen project, 1980's The Nude Bomb) and the film's more goofy than gripping. The makers of the new Get Smart seem to have thought about this, and have transformed the character somewhat from Don Adams's nasal know-nothing in the '60s TV show; as played by Carell, Smart is a bright, dedicated, insightful analyst for the secret agency CONTROL who dreams of being a field agent. And Max learns he's passed the field agent's exam with flying colors; still, his boss The Chief (Alan Arkin) rejects Max's request for transfer to field work because he needs Max behind a desk.

But fate -- and the bad guys -- change that plan; the evil organization KAOS, as part of their newest operation, learns the identity of every CONTROL agent in the field and lashes out at them, meaning that heavy-hitter field agents like Max's pal Agent 23 (Dwayne Johnson) have to come in from the cold before it gets too hot. The only people CONTROL can put out in the field to stop KAOS's new plan are the only two KAOS doesn't know the identities of: Agent 99 (Anne Hathaway), whose recent plastic surgery has given her a new face ... and Max. This is not a bad pitch; in fact, it's a far better pitch than a big-screen adaptation of a TV series usually gets, where other producers in the past have wagered and hoped we'll just wander into the theater in a numb narcotized nimbus of nostalgia. And the cast is top-notch, from the good guys (Carell, Hathaway, Arkin and Johnson) to the bad guys (Terence Stamp and Ken Davitian) to the weird cameos (which I won't spoil).

I found myself confronted with a tricky juggling of judgment in watching Get Smart: Does Carell and Hathaway's unexpectedly deft capacity for combining comedy and action make up for the fact that director Peter Segal (The Longest Yard, Nutty Professor II: The Klumps) seems to find fat people, or people in fat suits, the height of comedy? Does the smart plot idea for how to get desk-jockey Max out into the thick of things make up for the lazy reveal of the film's final twist, which not only comes out of nowhere but, worse, strikes with no force whatever? Does the presence and obvious strong efforts of motion picture veterans in behind-the-scenes positions like fight director James Lew (Pirates of the Caribbean: At World's End, Rush Hour 3), director of photography Dean Semler (The Road Warrior, Dances With Wolves) and editor Richard Pearson (United 93, The Bourne Supremacy) compensate for the times the script by sitcom veterans Tom J. Astle and Matt Ember slumps into lazy jokes or meandering tedium?

As Evan Almighty proved, the mere presence of Steve Carell alone isn't enough to make a film funny; still, Get Smart's certainly funnier than it might have been thanks to his work. Max knows exactly what he's talking about in the office, but in the field, he's as wobbly as a newborn colt, limbs askew with untrained enthusiasm. Agent 99 is, of course, initially miffed to be teamed with someone as wet-behind-the-ears as Max, but his dedication and determination slowly, gradually win her over. One of the best tests of a comedic performer is if they can still get laughs out of an old joke; Carell does that here, several times, and you cannot help but laugh. And let it also be said that Hathaway's no slouch when it comes to her action sequences; Get Smart has real action, real excitement and great fights and chases.

But while the actions and the settings in Get Smart may circle the globe, a lot of the comedy feels shut in. Fat suits aren't intrinsically funny; when Max is wrestling an unconscious bad guy onto a table and a passerby looks through the window smiling naughtily at what looks like man-on-man sex, it's a sad, shameful moment of ha-ha homophobia. And the scenes with the gadget guys, Masi Oka and Nate Torrence, feel agonizingly drawn-out. (Warner Brothers is releasing a straight-to-DVD side-quel starring the two actors, Bruce and Lloyd: Out of Control, shot on Get Smart's sets and with cameos from some of Get Smart's cast that revolves around Oka and Torrence's gadget guys. This is a disturbing idea to me, suggesting that the modern movie studio is now more interested in making two movies at once than one good movie in the first place. ... )

The scene where Max literally breaks Adams's car, three-piece suit and shoe phone from the original series out of storage, though, is a treat. And the sporadic nods to real spy thrillers, from Bond to Bourne, are also welcome and well-handled. This may be the tragedy of Get Smart: I liked it just enough to wish that (and glimpse how) it could have been much better. Get Smart makes knowing references to the character's catchphrases from the original show -- "Sorry 'bout that, Chief"; "Would you believe ...?" Walking out of Get Smart, though, it was the third of Max's famed catchphrases that rang in my ears as ironic commentary on the big, busy, good-but-not-great action comedy I'd just seen: "Missed it by that much. ..."