Hollywood turns once again to a popular TV show as source material fora new movie; this time it's an espionage comedy from 40 years ago,updated for the big screen. Alan Silverman has this look at the newfeature film version of Get Smart.

As secret agents go, MaxwellSmart is a little bit James Bond and a lot of Three Stooges. Designated"Agent 86," Smart is ...would you believe? ...the top operative forWashington's ultra-secret "CONTROL," trying to thwart the nefariousplots of "KAOS" (that's K-A-O-S), the secret agent service of the otherside.

Using his uncanny powers of deduction and the latest in high-tech gadgetry, Agent 86 never seems to get it quite right.

TheTV situation comedy Get Smart, created by Mel Brooks and Buck Henry,was on the air in the 1960's: a comic antidote to the Cold War thatgave us catch-phrases like "sorry about that, chief" and "...would youbelieve??"

Steve Carell in scene from Get Smart

"There are a lot of elements of the original show,"says actor Steve Carell. "There's the 'shoe phone' and the 'cone ofsilence' and many elements of the original that they were able to bringinto this story line, I think, kind of seamlessly."

Carellstars in the film as Maxwell Smart, the character created on TV by thelate comic actor Don Adams. Though there are obvious similarities,Carell says he tried n-o-t to copy the antics of the show.

"Isteered away from it because I didn't want to do an impression of DonAdams," he says. "I figured there was no way to improve upon what hehad done and I thought the more I watched of him, the more I would beinclined to do an impersonation because he was so good and sodefinitive in the role.

"The creators - the originators - areexcited about the fact that there will be a new generation of peoplethat discover this as an idea," adds Carell. " It's funny, but I thinkwhat's going to surprise people is how exciting it is. When we firststarted talking about it and what tone we thought the movie should be,I said I thought it should be more of a comedic "Bourne Identity."

Anne Hathaway in scene from Get Smart

IneptMax is paired with a skilled and sexy partner, Agent 99, played byBarbara Feldon on TV and Anne Hathaway in the new movie.

"Whatwe took from the original series was that Agent 99 was a fullyactualized woman of her time," explains Hathaway. "So we thought 'okay,what would a fully actualized woman of 2008 be like?' That was thejumping off point and that's where we got 99 from in our version."

Alsoin the mix, Dwayne Johnson (formerly pro wrestling's "The Rock") asCONTROL Agent 23, a muscular character very much at home in the actionarena.

Scene from Get Smart

"The thought of Steve Carell and myself side-by-side isjust funny and made me laugh from the get-go," Johnson says. "Then itwas funny on the page and I thought we had a good shot at making apretty good movie."

Get Smart features Oscar-winner Alan Arkinas the CONTROL Chief and British screen veteran Terence Stamp isSiegfried, the dreaded mastermind of KAOS.